Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender, or shall result in the imposition on such Lender or the London interbank market any other condition affecting this Agreement, such Lender's Commitment or any Eurodollar Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing 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) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, such Lender's Commitment or the Loans made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered. (c) A certificate of the Lender setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender or its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower and such amount or amounts may be reviewed by the Borrower. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, the amount shown as due on any such certificate. If the Borrower, after receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrower. (d) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 2 contracts
Samples: Five Year Revolving Credit Facility Agreement (Avaya Inc), Revolving Credit Facility Agreement (Avaya Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement the adoption of, or any change in in, applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result in the impositionimpose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender, Lender or shall result in the imposition impose on such Lender or the London interbank market any other condition affecting this AgreementAgreement or Eurocurrency Loans, such Lender's Commitment Fixed Rate Loans, Letter of Credit or any Eurodollar Loan Application made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Eurocurrency Loan or Fixed Rate Loan, or issuing or participating in any Letter of Credit or Application, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrower or the UK Borrower, as applicable, will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(b) If any Lender shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration of any of the foregoing thereof by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's ’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, Governmental Authority has or would have the effect of reducing the rate of return on such Lender's ’s capital or on the capital of such Lender's ’s holding company, if any, as a consequence of this Agreement, such Lender's Commitment Agreement or the Loans made by such Lender pursuant hereto hereto, or under or in respect of any Letter of Credit, to a level below that which such Lender or such Lender's ’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's ’s policies and the policies of such Lender's ’s holding company with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time the Borrower or the UK Borrower, as applicable, shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's ’s holding company for any such reduction suffered.
(c) A certificate of the a Lender setting forth such the amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the such Lender or its holding company (including the calculation thereof) as specified in paragraph (a) or (b) above, as the case may be, above shall be delivered to the Borrower or the UK Borrower, as applicable, and such amount shall be conclusive absent manifest error. The Borrower or amounts may be reviewed by the UK Borrower. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Borrower as applicable, shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, Lender the amount shown as due on any such certificate. If the Borrower, certificate delivered by it within 10 days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure or delay on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's ’s right to demand compensation with respect to any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demandcompensation. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition which that shall have occurred or been imposed. Notwithstanding any other provision of this Section, no Lender shall be entitled to demand compensation hereunder in respect of any Competitive Loan if it shall have been aware of the event or circumstance giving rise to such demand at the time it submitted the Competitive Bid pursuant to which such Loan was made.
Appears in 2 contracts
Samples: Three Year Competitive Revolving Credit Agreement, Credit Facility Agreement (Raytheon Co/)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any Regulatory Change or change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof Law (whether or not having the force of lawi) shall result subject the Paying Agent, a Bank or an Issuing Bank to any Taxes (other than (w) Indemnified Taxes, (x) Taxes described in the impositionclauses (c) and (e) of Excluded Taxes, modification (y) Other Taxes and (z) Other Connection Taxes imposed on or applicability measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) shall impose, modify, or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement with respect to any Eurodollar Loan against assets of, deposits with or for the account of of, or credit extended by any Lenderby, or shall result in the imposition on such Lender or the London interbank market any other condition affecting Bank under this Agreement, or (iii) with respect to any Eurodollar Loan, shall impose on such Lender's Commitment Bank or the Eurodollar Interbank Market any other condition, cost or expense affecting this Agreement or any Eurodollar Loan made by such LenderBank, and the result of any of the foregoing shall be to materially increase the actual cost to such Lender Bank (or such Paying Agent or Issuing Bank in the case of making (i)) of maintaining its Commitment or of making, converting to, continuing or maintaining any Eurodollar Loan or to materially reduce the amount of any sum received or receivable by such Lender Bank (or such Paying Agent or Issuing Bank in the case of (i)) hereunder (whether of principal, interest interest, or otherwise) by an amount deemed by such Lender to be materialin respect thereof, then the Borrower will Company shall pay to the Paying Agent for the account of such Lender upon demand Bank (or such Paying Agent or Issuing Bank in the case of (i)), within ten days following delivery to the Company of the certificate specified in paragraph (c) below by such Bank (or such Paying Agent or Issuing Bank in the case of (i)), such additional amount or amounts as will compensate reimburse such Lender Bank (or such Paying Agent or Issuing Bank in the case of (i)) for such additional costs incurred increase or reduction sufferedto such Bank (or such Paying Agent or Issuing Bank in the case of (i)) to the extent reasonably allocable to this Agreement.
(b) If any Lender Bank shall have determined in good faith that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline Regulatory Change regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, liquidity requirements or compliance by any Lender Bank (or its parent or any lending office of such LenderBank) or any Lender's holding company with any request or directive issued subsequent to the Effective Date regarding capital adequacy or liquidity requirements (whether or not having the force of lawLaw) of any such Tribunal, monetary authority, central bank bank, or comparable agency, has or would have the effect of reducing the rate of return on such Lender's Bank’s (or its parent’s) capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, such Lender's Commitment or the Loans made by such Lender pursuant hereto its obligations hereunder to a level below that which such Lender Bank (or such Lender's holding company its parent) could have achieved but for such adoptionRegulatory Change, change or compliance (taking into consideration such Lender's Bank’s policies and the policies of such Lender's holding company with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Lender Bank to be material, then from time to time time, the Borrower Company shall pay to the Paying Agent for the account of such Lender Bank, within ten days following delivery to the Company of the certificate specified in paragraph (d) below by such Bank, such additional amount or amounts as will compensate reimburse such Lender Bank (or its parent) for such Lender's holding company for any such reduction sufferedreduction.
(c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Regulatory Change and a change in Law, regardless of the date enacted, adopted or issued.
(d) Each Bank or the Paying Agent or each Issuing Bank shall notify the Company of any event occurring after the date hereof entitling such Bank to compensation under paragraph (a) or (b) of this Section 2.12 (together with a good faith estimate of the amounts it would be entitled to claim in respect of such event) as promptly as practicable, but in any event on or before the date which is 60 days after the related Regulatory Change, change in any Law or other event; provided that (i) if such Bank or the Paying Agent or such Issuing Bank fails to give such notice by such date, such Bank or the Paying Agent or such Issuing Bank shall, with respect to compensation payable pursuant to paragraph (a) or (b) of this Section 2.12 in respect of any costs resulting from such Regulatory Change, change in any Law or other event, only be entitled to payment under paragraph (a) or (b) of this Section 2.12 for costs incurred from and after the date of such notice and (ii) such Bank or the Paying Agent or such Issuing Bank will take such reasonable actions, if any (including the designation of a different Applicable Lending Office for the Loans of such Bank affected by such event) to avoid the need for, or reduce the amount of, such compensation so long as such actions will not, in the reasonable opinion of such Bank or the Paying Agent or such Issuing Bank, be materially disadvantageous to such Bank or the Paying Agent or such Issuing Bank, as the case may be. A certificate of a Bank or the Lender Paying Agent or such Issuing Bank setting forth in reasonable detail (i) the Regulatory Change, change in any Law or other event giving rise to any costs, (ii) such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate reimburse such Bank or the Lender Paying Agent or its holding company such Issuing Bank (or participating banks or other entities pursuant to Section 9.11) as specified in paragraph (a) or (b) aboveof this Section 2.12, as the case may be, and (iii) the calculation of such amount or amounts, shall be delivered to the Borrower and such amount or amounts may be reviewed by the Borrower. Unless the Borrower disagrees in good faith Company (with the computation of the amount or amounts in such certificate, the Borrower shall pay a copy to the Lender, within 10 Business Days Paying Agent) promptly after receipt by such Bank or the Borrower of Paying Agent or such certificate delivered by the Lender, the amount shown as due on any such certificate. If the Borrower, after receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender Issuing Bank determines it is not reimbursed or compensated for by the Borrower.
(d) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for 2.12, and shall be conclusive and binding absent manifest error. In preparing such certificate, such Bank or the Paying Agent or such Issuing Bank may employ such assumptions and allocations of costs incurred or reduction and expenses as it shall in amounts or return on capital from good xxxxx xxxx reasonable and after may use any reasonable averaging and attribution method.
(e) In the date 45 days prior event any Bank shall seek payment pursuant to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender regardless of any possible contention of 2.12 or the invalidity events contemplated under Section 2.10 or inapplicability of the law, rule, regulation, guideline or other change or condition which Section 2.13 shall have occurred with respect to any Bank, the Company shall have the right to replace such Bank with, and add as “Banks” under this Agreement in place thereof, one or been imposedmore assignees as provided in Section 2.23(b).
(f) Without prejudice to the survival of any other obligations of the Company hereunder, the obligations of the Company under this Section 2.12 shall survive for one year after the termination of this Agreement and/or the payment or assignment of any of the Loans or Notes.
Appears in 2 contracts
Samples: Revolving Credit Facility Agreement (Southwest Airlines Co), Revolving Credit Facility Agreement (Southwest Airlines Co)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement hereof any change in applicable law or regulation regulations or in the interpretation or administration thereof by (including, without limitation, any governmental authority charged with the interpretation request, guideline or administration thereof (whether or policy not having the force of law) by any Governmental Authority charged with the administration or interpretation thereof shall result in the impositionoccur which shall impose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement (including a tax) against any assets ofheld by, deposits with or for the account of or credit extended by such Bank (including any Lender, reserve requirement that may be applicable to "eurocurrency liabilities" under and as defined in Regulation D) or shall result in the imposition on impose upon such Lender Bank or the London interbank market any other condition affecting with respect to this Agreement, such Lender's Commitment Agreement or any the Eurodollar Loan Loans or Fixed Rate Loans made by such Lender, Bank and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan or Fixed Rate Loan hereunder or to reduce the amount of any sum received or receivable by such Lender hereunder payment (whether of principal, interest or otherwise) by an amount deemed by such Lender Bank to be material, then and in each such case the Borrower will Company shall pay to such Lender upon demand Bank, as provided in paragraph (c) below, such additional amount or amounts as will shall be necessary to compensate such Lender Bank for such additional cost, reduction or payment; provided, however, that the Company may, at its option and upon written notice to the Administrative Agent and the Banks, either (i) elect to convert such Loan of such Bank into an ABR Loan upon the payment by the Company of the increased costs described above incurred prior to such conversion and any amount owing in respect of Section 2.14 hereof, it being understood that (A) for purposes of Section 2.11, such ABR Loan shall be subject to prepayment only at such times and on such conditions as the Loan from which it was converted and (B) upon such increased costs being eliminated, or reduction sufferedreduced by an amount deemed sufficient by the Company, such ABR Loan will be converted into a Loan of the same Type as the Loan previously converted into such ABR Loan having an Interest Period expiring on the same date as the Loan previously converted into such ABR Loan or (ii) with the prior consent of the Required Banks, elect to convert all (but not less than all) Loans of all Banks of the same Type and Interest Period as the Loan subject to such change into Loans of a different Type upon the payment of all amounts that are due under this Section 2.12(a) and Section 2.14. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.
(b) If any Lender Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation regulation, agreement or guideline regarding capital adequacy, or any change in any of the foregoing law, rule, regulation, agreement or guideline regarding capital adequacy or in the interpretation or administration of any of the foregoing law, rule, regulation, agreement or guideline regarding capital adequacy by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender Bank (or any lending office of such LenderBank) or any LenderBank's holding company with any request or directive regarding capital adequacy issued under any law, rule, regulation or guideline (whether or not having the force of law) of any such authority, central bank or comparable agencyagency issued after the date hereof, has or would have the effect of reducing the rate of return on such LenderBank's capital or on the capital of such LenderBank's holding company, if any, as a consequence of this Agreement, such Lender's Commitment Agreement or the Loans made by such Lender Bank pursuant hereto to a level below that which such Lender Bank or such LenderBank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time the Borrower Company shall pay to such Lender Bank following receipt of a certificate of such Bank to such effect in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender Bank or such LenderBank's holding company on an after-tax basis for any such reduction suffered.
(c) A certificate of Each Bank shall promptly deliver to the Lender Company from time to time one or more certificates setting forth the amounts due to such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender or its holding company as specified in paragraph Bank under paragraphs (a) or and (b) above, the changes as a result of which such amounts are due and the case may be, manner of computing such amounts. Each such certificate shall be delivered to conclusive in the Borrower and such amount or amounts may be reviewed by the Borrowerabsence of manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Borrower The Company shall pay to each Bank the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, the amount amounts shown as due on any such certificate. If the Borrower, certificate within 10 days after its receipt of any such certificate from the Lender, disagrees with the Lender same. No failure on the computation part of the amount or amounts owed any Bank to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of demand compensation under paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail on any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrower.
(d) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period one occasion shall not constitute a waiver of such Lender's its right to demand such compensation with respect to such period or any other period; provided , except that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only no Bank shall be entitled to payment compensation under this Section 2.12 for such any costs incurred or reduction in amounts suffered with respect to any date unless such Bank shall have notified the Company that it will demand compensation for such costs or return on capital from and reductions not more than 90 days after the later of (i) such date 45 days prior to and (ii) the date that on which such Lender does make Bank shall have become aware of such demandcosts or reductions. The protection of this Section 2.12 shall be available to each Lender Bank regardless of any possible contention of the invalidity or inapplicability of the any law, rule, regulation, guideline or other change or condition which shall have occurred or been imposedimposed and shall give rise to any demand by such Bank for compensation hereunder.
(d) Promptly after actual notice to any Bank that a change referred to in paragraph (a) or (b) above has occurred, such Bank will give notice of such occurrence to the Company and the Administrative Agent and, unless all the Eurodollar Loans giving rise to any such increased costs shall have been converted to Loans of another type, such Bank will, for a period of 30 days after the giving of such notice, use reasonable efforts to specify a new Eurodollar lending office with respect to its Commitment and the Eurodollar Loans held by it with a view to mitigating the consequences of such occurrence to the greatest extent practicable unless in the opinion of such Bank such specification might at such time or in the future have an adverse effect upon it.
Appears in 2 contracts
Samples: Credit Facility Agreement (Ethyl Corp), Revolving Credit Facility and Term Loan Agreement (Ethyl Corp)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender, or shall result in the imposition on such Lender or the London interbank market any other condition affecting this Agreement, such Lender's Commitment or any Eurodollar Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(b) If any Lender or any Issuing Bank shall have determined that the applicability adoption of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," ", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or Issuing Bank (or any lending office of such LenderLender or such Issuing Bank) or any Lender's or Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or Issuing Bank's capital or on the capital of such Lender's or Issuing Bank's holding company, if any, as a consequence of this Agreement, such Lender's Commitment or the Loans made or Letters of Credit issued by such Lender or Issuing Bank pursuant hereto to a level below that which such Lender or Issuing Bank or such Lender's or Issuing Bank's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or Issuing Bank's policies and the policies of such Lender's or Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company Issuing Bank for any such reduction sufferedwill be paid by the Borrowers to such Lender or Issuing Bank.
(c) A certificate of the any Lender or Issuing Bank setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the such Lender or Issuing Bank or its holding company company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower Company and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Borrower The Borrowers shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, Lender or Issuing Bank the amount shown as due on any such certificate. If the Borrower, certificate delivered by it within 10 days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure on the part of any Lender or Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or Issuing Bank's right to demand compensation with respect to such period or any other period; provided provided, however, that if no Lender or Issuing Bank shall be entitled to compensation under this Section 2.13 for any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, costs incurred or reductions suffered with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 any date unless it shall have notified the Company that it will demand compensation for such costs incurred or reduction in amounts or return on capital from and reductions under paragraph (c) above not more than 90 days after the later of (i) such date 45 days prior to and (ii) the date that on which it shall have become aware of such Lender does make such demandcosts or reductions. The protection of this Section shall be available to each Lender and Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 2 contracts
Samples: Credit Facility Agreement (Itt Industries Inc), Five Year Competitive Advance and Revolving Credit Facility Agreement (George Acquisition Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement there is adopted any new law, rule or regulation or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) which shall result in the impositionimpose, modification modify or applicability of deem applicable any reserve, special special-deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender, Bank (except any such reserve requirement which is reflected in the Eurodollar Rate) or shall result in the imposition impose on such Lender Bank or the London interbank market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan Loans made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder or under any Notes (whether of principal, interest or otherwise) by an amount deemed by such Lender Bank to be material, then the Borrower will pay to such Lender Bank upon demand such additional amount or amounts as will compensate such Lender Bank for such additional costs incurred or reduction suffered.
(b) If any Lender Bank shall have determined that the applicability of any law, rule, regulation regulation, agreement or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or the adoption after the date hereof of any change in any law, rule, regulation, agreement or guideline existing on the date hereof or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender Bank (or any lending office of such Lenderthereof) or any Lender's Bank’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's Bank’s capital or on the capital of such Lender's Bank’s holding company, if any, as a consequence of with respect to this Agreement, such Lender's Commitment Agreement or the Loans made by such Lender pursuant hereto Bank to a level below that which such Lender Bank or such Lender's Bank’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's Bank’s policies and the policies of such Lender's Bank’s holding company with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or such Lender's Bank’s holding company for any such reduction suffered. It is acknowledged that this Agreement is being entered into by the Banks on the understanding that the Banks will not be required to maintain capital against their obligations to make Loans under currently applicable laws, regulations and regulatory guidelines. In the event that the Banks shall be advised by any Governmental Authority or shall otherwise determine on the basis of pronouncements of any Governmental Authority that such understanding is incorrect, it is agreed that the Banks will be entitled to make claims under this paragraph based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained.
(c) A certificate of the Lender a Bank setting forth in reasonable detail such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender such Bank or its such Bank’s holding company as specified in paragraph (a) or (b) above, as the case may be, and the manner in which such Bank has determined the same, shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, Bank the amount shown as due on any such certificate. If the Borrower, certificate delivered by it within 10 days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's Bank’s right to demand compensation with respect to such period or any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 2 contracts
Samples: Credit Agreement (Avista Corp), Credit Agreement (Avista Corp)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the impositionoverall net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein), modification or applicability of shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lendersuch Bank, or shall result in the imposition impose on such Lender Bank or the London interbank market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan or Fixed Rate Loan made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Bank to be material, then the Borrower will pay to such Lender upon Bank within 30 days of demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.
(b) If any Lender Bank shall have determined that the applicability adoption after the date hereof of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacyadequacy or liquidity, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authorityGovernmental 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) or any Lender's Bank’s holding company with any request or directive regarding capital adequacy or liquidity (whether or not having the force focus of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's Bank’s capital or on the capital of such Lender's Bank’s holding company, if any, as a consequence of this Agreement, such Lender's Commitment Agreement or the Loans made by such Lender Bank pursuant hereto to a level below that which such Lender Bank or such Lender's Bank’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's Bank’s policies and the policies of such Lender's Bank’s holding company with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Lender Bank to be material, then from time to time the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or such Lender's Bank’s holding company for any such reduction suffered.
(c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in applicable law, regardless of the date enacted, adopted, issued or implemented.
(d) Notwithstanding any other provision of this Section 2.15, no Bank shall demand compensation for any increased cost or reduction referred to in paragraph (a), (b), or (c) above if it shall not at the time be the general policy or practice of such Bank to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any.
(e) A certificate of the Lender a Bank setting forth (i) such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender or its holding company such Bank as specified in paragraph (a) ), (b), or (bc) above, as the case may be, and (ii) in reasonable detail the basis of the calculation of such amount or amounts shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, each Bank the amount shown as due on any such certificatecertificate delivered by it within 30 days after the receipt of the same. If the Borrower, after receipt any Bank subsequently receives a refund of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and paid by the Borrower it shall negotiate in good faith remit such refund to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrower.
(df) Failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's Bank’s right to demand compensation with respect to any other period; provided that if any Lender Bank fails to make such demand within 45 90 days after it obtains knowledge of the event giving rise to the demand such Lender Bank shall, with respect to amounts payable pursuant to this Section 2.12 2.15 resulting from such event, only be entitled to payment under this Section 2.12 2.15 for such costs incurred or reduction in amounts or return on capital from and after the date 45 90 days prior to the date that such Lender Bank does make such demand. The protection of this Section shall be available to each Lender Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 2 contracts
Samples: Five Year Competitive Advance and Revolving Credit Facility Agreement (Scripps Networks Interactive, Inc.), Five Year Competitive Advance and Revolving Credit Facility Agreement (Scripps Networks Interactive, Inc.)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement there is adopted any new law, rule or regulation or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) which shall result in the impositionimpose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Bank (except any Lender, such reserve requirement which is reflected in the Eurodollar Rate) or shall result in the imposition impose on such Lender Bank or the London interbank market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan Loans made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder or under the Notes (whether of principal, interest or otherwise) in respect of Eurodollar Loans by an amount deemed by such Lender Bank to be material, then the Borrower will pay to such Lender Bank upon demand such additional amount or amounts as will compensate such Lender Bank for such additional costs incurred or reduction suffered.
(b) If any Lender Bank shall have determined that the applicability of any law, rule, regulation regulation, agreement or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or the adoption after the date hereof of any change in any law, rule, regulation, agreement or guideline existing on the date hereof or in the interpretation or administration of any of the foregoing 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) or any LenderBank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such LenderBank's capital or on the capital of such LenderBank's holding company, if any, as a consequence of this Agreement, such Lender's Commitment Agreement or the Loans made by such Lender Bank pursuant hereto to a level below that which such Lender Bank or such LenderBank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such LenderBank's policies and the policies of such LenderBank's holding company with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or such LenderBank's holding company for any such reduction suffered.
(c) A certificate of the Lender each Bank setting forth in reasonable detail such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender such Bank or its holding company as specified in paragraph (a) or (b) above, as the case may be, and the manner in which such Bank has determined the same, shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, each Bank the amount shown as due on any such certificate. If the Borrower, certificate delivered by it within 10 days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such LenderBank's right to demand compensation with respect to such period or any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Washington Water Power Co), Revolving Credit Agreement (Avista Corp)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement hereof any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any LenderFunding Source, the Agent, any Lender Agent or any Lender (collectively, the "Funding Parties"), or shall result in the imposition on such Lender Funding Party or the London interbank market any other condition affecting this Agreement, such LenderFunding Party's Commitment or any Eurodollar Loan made Tranche funded by such LenderFunding Party, and the result of any of the foregoing shall be to increase the cost to such Lender Funding Party of making or maintaining any Eurodollar Loan Tranche or to reduce the amount of any sum received or receivable by such Lender Funding Party hereunder (whether of or principal, interest or otherwise) by an amount deemed by such Lender Funding Party to be material, then the Borrower will subject to Sections (c) and (d) below, pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(b) If any Lender Funding Party shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," ", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Funding Party (or any lending office of such LenderFunding Party) or any LenderFunding Party's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such LenderFunding Party's capital or on the capital of such LenderFunding Party's holding company, if any, as a consequence of this Agreement, such LenderFunding Party's Commitment or the Loans made by such Lender Funding Party pursuant hereto to a level below that which such Lender Funding Party or such LenderFunding Party's holding company could have achieved but for such adoption, change or compliance (taking into consideration such LenderFunding Party's policies and the policies of such LenderFunding Party's holding company with respect to capital adequacy) by an amount deemed by such Lender Funding Party to be material, then from time to time the Borrower shall pay to such Lender Funding Party such additional amount or amounts as will compensate such Lender Funding Party or such LenderFunding Party's holding company for any such reduction suffered.
(c) A certificate of the Lender Funding Party setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender Funding Party or its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower and such amount or amounts may be reviewed by the Borrower. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Borrower shall pay to the LenderFunding Party, within 10 Business Days after receipt by the Borrower of such certificate delivered by the LenderFunding Party, the amount shown as due on any such certificate. If the Borrower, after receipt of any such certificate from the LenderFunding Party, disagrees with the Lender Funding Party on the computation of the amount or amounts owed to the Lender Funding Party pursuant to paragraph (a) or (b) above, the Lender Funding Party and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender Funding Party shall have a duty to use reasonable efforts to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the sole judgment of the LenderFunding Party, entail any cost or disadvantage to the Lender Funding Party that the Lender Funding Party is not reimbursed or compensated for by the Borrower.
(d) Failure on the part of any Lender Funding Party to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such LenderFunding Party's right to demand compensation with respect to any other period; provided that if any Lender Funding Party fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender Funding Party shall, with respect to amounts payable pursuant to this Section 2.12 6.2 resulting from such event, only be entitled to payment under this Section 2.12 6.2 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender Funding Party does make such demand. The protection of this Section shall be available to each Lender Funding Party regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (ai) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result change the basis of taxation of payments to any holder of the Series B Notes of the principal thereof or interest thereon or any fees, expenses or indemnities payable hereunder (other than changes in respect of taxes imposed on the impositiongross revenues or overall net income of any such holder by the United States of America or the jurisdiction in which such holder is organized or has its principal office or by any political subdivision or taxing authority therein), modification or applicability of shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by any Lender, holder or shall result in the imposition impose on such Lender holder or the London interbank market any other condition affecting this Agreement, such Lender's Commitment or any Eurodollar Loan made by such Lenderthe Series B Notes, and the collective result of any of the foregoing shall be to increase the cost to any such Lender holder of making or maintaining any Eurodollar Loan the LIBOR Rate on the Series B Notes or to reduce the amount of any sum received or receivable by any such Lender holder hereunder or under the Series B Notes (whether of principal, interest or otherwise) by an amount deemed by such Lender holder to be material, then the Borrower will pay to such Lender upon demand holder shall deliver a certificate setting forth such additional amount or amounts as will compensate such Lender holder for such additional costs incurred or reduction sufferedsuffered (and, in reasonable detail, the basis therefor).
(bii) If If, after the date of Closing, any Lender holder of the Series B Notes shall have reasonably determined that that
(A) the applicability adoption of any law, rule, regulation regulation, agreement or guideline adopted after the date hereof pursuant applicable to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline such holder regarding capital adequacy, or any change in amendment or other modification to or of any such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline was originally adopted before or after the date of the foregoing or Closing),
(B) any change in the interpretation or administration of any of the foregoing law, rule, regulation, agreement or guideline regarding capital adequacy applicable to such holder by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or or
(C) compliance by any Lender (or any lending office of such Lender) or any Lender's holding company holder with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyGovernmental Authority issued after the date of Closing, has or would have the effect of reducing the rate of return on such Lender's holder’s capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, such Lender's Commitment or the Loans made by such Lender pursuant hereto Series B Notes to a level below that which such Lender or such Lender's holding company holder could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's holder’s policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount deemed by such Lender holder to be material, then from time to time the Borrower shall agrees to pay to such Lender holder such additional amount or amounts as will compensate such Lender or such Lender's holding company holder for any such reduction suffered.
(ciii) A certificate of any holder of the Lender Series B Notes setting forth such forth, in reasonable detail, the calculation of the amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender or its holding company such holder as specified in paragraph clause (ai) or clause (bii) aboveabove and the basis therefor (which shall include notice of the law, regulations, guidelines, request or any interpretation thereof, of any Governmental Authority (whether or not having the force of law), as the case may beapplicable, giving rise to such increased costs or reductions), shall be delivered to the Borrower and shall be prima facie evidence of such amount or amounts may be reviewed by the Borrower. Unless absent manifest error unless the Borrower disagrees notifies such holder in good faith with writing to the computation contrary within 30 days of the amount or amounts in delivery of such certificate, the . The Borrower shall agrees to pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, holder the amount shown as due on any such certificatecertificate delivered by it within 10 Business Days after the Borrower’s receipt of the same. If the Borroweraffected holder receives refund(s) or reimbursement(s) of such fees, after receipt of expenses, charges or losses from any other source, such certificate holder shall return all amounts received from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender Borrower pursuant to this paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that of such mitigation will not, in the judgment of the Lender, entail any cost refunds or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowerreimbursements.
(div) Failure or delay on the part of any Lender holder of the Series B Notes to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's holder’s right to demand such compensation with respect to such period or any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section paragraph shall be available to each Lender such holder regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition which that shall have occurred incurred or been imposed.
Appears in 1 contract
Samples: Note Purchase Agreement (Enterprise Products Partners L P)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result change the basis of taxation of payments to any Bank of the principal of or interest on any, Eurodollar Loan made by such Bank or any other fees or amounts payable hereunder (other than changes in respect of taxes imposed on the impositionoverall net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein), modification shall impose, modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by by, such Bank (except any Lenderreserve requirement reflected in the Adjusted LIBO Rate), or shall result in the imposition impose on such Lender Bank or the London interbank market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Lender Bank to be material, then the Borrower will Company shall pay to such Lender Bank upon demand such additional amount or amounts as will compensate such Lender Bank for such additional costs cost incurred or reduction suffered.
(b) If any Lender Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," ", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing 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) or any LenderBank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such LenderBank's capital or on the capital of such LenderBank's holding company, if any, as a consequence of this Agreement, such Lender's Commitment Agreement or the Loans made by such Lender Bank pursuant hereto to a level below that which such Lender Bank or such LenderBank's holding company could have achieved but for such adoption, change or compliance (taking into consideration such LenderBank's policies and the policies of such LenderBank's holding company with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time the Borrower Company shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or such LenderBank's holding company for any such reduction suffered.
(c) A certificate of the Lender a Bank setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender such Bank (or its holding company participating banks or other entities pursuant to Section 9.04) as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower Company and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Borrower The Company shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, each Bank the amount shown as due on any such certificate. If the Borrower, certificate delivered by it within 10 days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such LenderBank's right to demand compensation with respect to such period or any other period; , provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be a Bank is entitled to payment under this Section 2.12 compensation only for such increased costs or other amounts incurred or reduction in amounts or return on capital from and after during the period of 90 days preceding the date 45 days prior to the date that of such Lender does make such demandBank's demand therefor. The protection of this Section shall be available to each Lender Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 1 contract
Samples: Credit Agreement (Tredegar Corp)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement there is adopted any new law, rule or regulation or any change in applicable law or regulation or in the interpretation interpretation, promulgation, implementation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) which shall result in the impositionimpose, modification modify or applicability of deem applicable any reserve, special special-deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender, Lender (except any such reserve requirement that is reflected in the Eurodollar Rate) or shall result in the imposition impose on such any Lender or on the London interbank market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan made by such LenderLoan, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder or under any Note (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(b) If any Lender shall have determined that the applicability of any law, rule, regulation regulation, agreement or guideline adopted after the date hereof pursuant to regarding adequacy of capital or arising out liquidity, or any change in any of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," foregoing or the adoption after the date hereof of any other change in any law, rule, regulation regulation, agreement or guideline regarding capital adequacy, or any change in any of existing on the foregoing date hereof or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lenderthereof) or any Lender's ’s holding company with any request or directive regarding adequacy of capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agencyGovernmental Authority, has or would have the effect of reducing the rate of return on such Lender's ’s capital or on the capital of such Lender's ’s holding company, if any, as a consequence of with respect to this Agreement, such Lender's Commitment Agreement or the Loans made by such Lender pursuant hereto any Loan to a level below that which such Lender or such Lender's ’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's ’s policies and the policies of such Lender's ’s holding company with respect to adequacy of capital adequacyand liquidity) by an amount deemed by such Lender to be material, then from time to time the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's ’s holding company for any such reduction suffered.
(c) A certificate of the a Lender setting forth in reasonable detail such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the such Lender or its such Lender’s holding company as specified in paragraph (a) or (b) above, as the case may be, and the manner in which such Lender has determined the same, shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, Lender the amount shown as due on any such certificate. If the Borrower, certificate delivered by it within 10 days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's ’s right to demand compensation with respect to such period or any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
(e) For purposes of this Agreement, notwithstanding anything in this Agreement to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, interpretations, agreements, guidelines, directives and requests in connection therewith are deemed to have been adopted, and to have gone into effect, after the date of this Agreement, regardless of the date on which the same were actually adopted or went into effect.
Appears in 1 contract
Samples: Term Loan Agreement (Avista Corp)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement there is adopted any new law, rule or regulation or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) which shall result in the impositionimpose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Bank (except any Lender, such reserve requirement which is reflected in the Eurodollar Rate) or shall result in the imposition impose on such Lender Bank or the London interbank market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan Loans made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder or under the Notes (whether of principal, interest or otherwise) in respect of Eurodollar Loans by an amount deemed by such Lender Bank to be material, then the Borrower will pay to such Lender Bank upon demand such additional amount or amounts as will compensate such Lender Bank for such additional costs incurred or reduction suffered.
(b) If any Lender Bank shall have determined that the applicability of any law, rule, regulation regulation, agreement or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or the adoption after the date hereof of any change in any law, rule, regulation, agreement or guideline existing on the date hereof or in the interpretation or administration of any of the foregoing 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) or any LenderBank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such LenderBank's capital or on the capital of such LenderBank's 41 40 holding company, if any, as a consequence of this Agreement, such Lender's Commitment Agreement or the Loans made by such Lender Bank pursuant hereto to a level below that which such Lender Bank or such LenderBank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such LenderBank's policies and the policies of such LenderBank's holding company with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or such LenderBank's holding company for any such reduction suffered.
(c) A certificate of the Lender each Bank setting forth in reasonable detail such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender such Bank or its holding company as specified in paragraph (a) or (b) above, as the case may be, and the manner in which such Bank has determined the same, shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, each Bank the amount shown as due on any such certificate. If the Borrower, certificate delivered by it within 10 days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such LenderBank's right to demand compensation with respect to such period or any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date Closing Date, the introduction of this Agreement any new law or any change in applicable law law, regulation or regulation guideline or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan made by such Bank or any other fees or amounts payable hereunder (other than taxes imposed on the overall net income of such Bank by the jurisdiction in the impositionwhich such Bank has its principal office or by any political subdivision or taxing authority therein), modification or applicability of shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit or credit commitments extended by by, such Bank (other than any Lender, reserve requirement which is reflected in the LIBO Rate) or shall result in the imposition impose on such Lender Bank or the London interbank market any other condition affecting this Agreement, such Lender's Commitment or any Eurodollar Loan Loans made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder or under the Notes (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.amount
(b) If any Lender Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Bank Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," ", or the adoption after the date hereof Closing Date of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or any change in the interpretation or administration of any of the foregoing 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) or any LenderBank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such LenderBank's capital or on the capital of such LenderBank's holding company, if any, company as a consequence of this Agreement, such Lender's Commitment Agreement or the Loans made by such Lender Bank pursuant hereto to a level below that which such Lender Bank or such LenderBank's holding company could have achieved but for such adoption, change or compliance (taking into consideration such LenderBank's policies and the policies of such LenderBank's holding company with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then then, from time to time time, the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or such LenderBank's holding company for any such reduction suffered.
(c) A certificate of reduction. Such payment by the Lender setting forth Borrower to such amount or amounts (including computation of such amount or amounts) as Bank shall be necessary to compensate the Lender or its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower and such amount or amounts may be reviewed by the Borrower. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Borrower shall pay to the Lender, made within 10 Business Days days after receipt by the Borrower of a certificate of such Bank setting forth such amount or amounts, together with a description of the manner in which such amounts have been calculated. A certificate delivered by the Lender, the amount shown as due on any such certificate. If the Borrower, after receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed a Bank to the Lender Borrower pursuant to this paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowerbe conclusive absent manifest error.
(dc) Failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period Interest Period shall not constitute a waiver of such LenderBank's right to demand compensation with respect to any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.rights
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Loan Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result change the basis of taxation of payments to the Lender or of the principal of or interest on the Loan or any other fees or amounts payable hereunder (other than taxes imposed on the overall net income of the Lender by the jurisdiction in which the impositionLender is organized or has its principal office, modification or applicability of by any political subdivision or taxing authority therein), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by any Lenderby, the Lender or shall result in impose on the imposition on such Lender or the London interbank market any other condition affecting this Loan Agreement, such Lender's Commitment or any Eurodollar Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such the Lender of making or maintaining any Eurodollar the Loan or to reduce the amount of any sum received or receivable by such the Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such the Lender to be material, then the Borrower will pay to such the Lender upon demand within sixty days after receipt of the certificate specified in Section 2.09(b) such additional amount or amounts as will compensate such the Lender for such additional costs incurred or reduction suffered.
(b) If any Lender shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing 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) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, such Lender's Commitment or the Loans made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered.
(c) A certificate of the Lender setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender or its holding company it as specified in paragraph (aSection 2.09(a) or (b) above, as the case may be, shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, Lender the amount shown as due on any such certificate. If the Borrower, certificate within sixty days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 1 contract
Samples: Loan Agreement (Liberty Satellite & Technology Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the impositionoverall net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein), modification or applicability of shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lendersuch Bank, or shall result in the imposition impose on such Lender Bank or the London interbank market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan or Fixed Rate Loan made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Bank to be material, then the Borrower will pay to such Lender upon Bank within 30 days of demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.
(b) If any Lender Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authorityGovernmental 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) or any Lender's Bank’s holding company with any request or directive regarding capital adequacy (whether or not having the force focus of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's Bank’s capital or on the capital of such Lender's Bank’s holding company, if any, as a consequence of this Agreement, such Lender's Commitment Agreement or the Loans made by such Lender Bank pursuant hereto to a level below that which such Lender Bank or such Lender's Bank’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's Bank’s policies and the policies of such Lender's Bank’s holding company with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or such Lender's Bank’s holding company for any such reduction suffered. It is acknowledged that the Facility Fee provided for in this Agreement has been determined on the understanding that the Banks will not be required to maintain capital against their Commitments under currently applicable law, rules, regulations and regulatory guidelines. In the event the Banks shall be advised by bank regulatory authorities responsible for interpreting or administering such applicable laws, rules, regulations and guidelines or shall otherwise determine, on the basis of applicable laws, rules, regulations, guidelines or other requests or statements (whether or not having the force of law) of such bank regulatory authorities, that such understanding is incorrect, it is agreed that the Banks will be entitled to make claims under this paragraph based upon prevailing market requirements for commitments under comparable credit facilities against which capital is required to be maintained.
(c) Notwithstanding any other provision of this Section 2.15, no Bank shall demand compensation for any increased cost or reduction referred to in paragraph (a) or (b) above if it shall not at the time be the general policy or practice of such Bank to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any.
(d) A certificate of the Lender a Bank setting forth (i) such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender or its holding company such Bank as specified in paragraph (a) or (b) above, as the case may be, and (ii) in reasonable detail the basis of the calculation of such amount or amounts shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, each Bank the amount shown as due on any such certificatecertificate delivered by it within 30 days after the receipt of the same. If the Borrower, after receipt any Bank subsequently receives a refund of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and paid by the Borrower it shall negotiate in good faith remit such refund to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrower.
(de) Failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's Bank’s right to demand compensation with respect to any other period; provided that if any Lender Bank fails to make such demand within 45 90 days after it obtains knowledge of the event giving rise to the demand such Lender Bank shall, with respect to amounts payable pursuant to this Section 2.12 2.15 resulting from such event, only be entitled to payment under this Section 2.12 2.15 for such costs incurred or reduction in amounts or return on capital from and after the date 45 90 days prior to the date that such Lender Bank does make such demand. The protection of this Section shall be available to each Lender Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 1 contract
Samples: Credit Facility Agreement (Scripps Networks Interactive, Inc.)
Reserve Requirements; Change in Circumstances. (a) It is understood that the cost to the Bank of making or maintaining any Advance may fluctuate as a result of the applicability of, or changes in, reserve requirements imposed by the Board. Each Borrower agrees to pay to the Bank from time to time, as provided in paragraph (d) below, such amounts as shall be necessary to compensate the Bank, prospectively from the date of demand, for the portion of the cost of making or maintaining any Advance made to such Borrower resulting from any such reserve requirements to the extent set forth in this Section.
(b) Notwithstanding any other provision herein, if after the date introduction of this Agreement any applicable law or regulation or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof thereof, or compliance by the Bank with any applicable guideline or request from any central bank or governmental authority (whether or not having the force of law) (i) shall result in change the impositionbasis of taxation of payments to the Bank of the principal of or interest on any Advance made by the Bank, modification or applicability any other fees or amounts payable hereunder (other than (x) taxes imposed on the overall net income of the Bank or its applicable lending office by any jurisdiction or by any political subdivision or taxing authority therein (or any tax which is enacted or adopted by any such jurisdiction, political subdivision or taxing authority as a direct substitute for any such taxes) or (y) any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Bank to comply with any certification, information, documentation or other reporting requirement), (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by by, the Bank (without duplication of any Lenderamounts paid pursuant to SECTION 2.05(D)), or (iii) shall result in impose on the imposition on such Lender or the London interbank market Bank any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan Advance made by such Lenderthe Bank, and the result of any of the foregoing shall be to increase the cost to such Lender the Bank of maintaining the Commitment or of making or maintaining any Eurodollar Loan Advance or to reduce the amount of any sum received or receivable by such Lender the Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Lender the Bank to be material, then the each Borrower will shall pay to such Lender upon demand the Bank such additional amount or amounts as will compensate such Lender the Bank for such additional costs incurred increase or reduction sufferedrelating to any Commitment available to, or any Advance made to such Borrower, upon demand by the Bank. Notwithstanding the foregoing, in no event shall the Bank be permitted to receive any compensation hereunder constituting interest in excess of the Highest Lawful Rate.
(bc) If any Lender the Bank shall have determined in good faith that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report Report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or that the adoption after the date hereof of any other applicable law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any governmental authority, central bank or comparable agency other governmental authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's holding company the Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencygovernmental authority, has affects or would have affect the effect amount of reducing capital required or expected to be maintained by the rate of return on such Lender's capital Bank or on any corporation controlling the capital Bank and that the amount of such Lender's holding company, if any, as a consequence capital is increased by or based upon the existence of the Commitment hereunder and other commitments of this Agreementtype, such Lender's Commitment or the Loans made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount deemed by such Lender to be material, then Borrowers shall from time to time the Borrower shall pay to such Lender such the Bank upon demand additional amount or amounts as will sufficient to compensate such Lender the Bank or such Lender's holding company for any corporation in the light of such reduction sufferedcircumstances, to the extent that the Bank reasonably determines such increase in capital to be allocable to the existence of the Commitment hereunder.
(cd) The Bank will notify the Borrowers of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this SECTION 2.13. A certificate of the Lender Bank setting forth in reasonable detail (i) such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender or its holding company Bank as specified in paragraph (a) ), (b), or (bc) above, above as the case may be, and (ii) the calculation of such amount or amounts shall be simultaneously delivered to the Borrower and owing such amount or amounts may and shall be reviewed by the BorrowerPRIMA FACIE evidence of its accuracy. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Such Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, Bank the amount shown as due on any such certificate. If the certificate within ten (10) days after such Borrower, after 's receipt of any such certificate from the Lender, disagrees with the Lender on the computation same. The failure of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrower.
(d) Failure on the part of any Lender Bank to demand increased compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period Interest Period shall not constitute a waiver of such Lender's the right to demand compensation with respect to any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposedthereafter.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement there is adopted any new law, rule or regulation or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) which shall result in the impositionimpose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Bank (except any Lender, such reserve requirement which is reflected in the Eurodollar Rate) or shall result in the imposition impose on such Lender Bank or the London interbank market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan Loans made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder or under any Notes (whether of principal, interest or otherwise) in respect of Eurodollar Loans by an amount deemed by such Lender Bank to be material, then the Borrower will pay to such Lender Bank upon demand such additional amount or amounts as will compensate such Lender Bank for such additional costs incurred or reduction suffered.
(b) If any Lender Bank shall have determined that the applicability of any law, rule, regulation regulation, agreement or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or the adoption after the date hereof of any change in any law, rule, regulation, agreement or guideline existing on the date hereof or in the interpretation or administration of any of the foregoing 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) or any LenderBank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, such Lender's Commitment or the Loans made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered.
(c) A certificate of the Lender setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender or its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower and such amount or amounts may be reviewed by the Borrower. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, the amount shown as due on any such certificate. If the Borrower, after receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrower.
(d) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.such
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement hereof any change in applicable law or regulation regulations or in the interpretation or administration thereof by (including, without limitation, any governmental authority charged with the interpretation request, guideline or administration thereof (whether or policy not having the force of law) by any Governmental Authority charged with the administration or interpretation thereof shall result in the impositionoccur which shall impose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement (including a tax) against any assets ofheld by, deposits with or for the account of or credit extended by such Bank (including any Lender, reserve requirement that may be applicable to "eurocurrency liabilities" under and as defined in Regulation D) or shall result in the imposition on impose upon such Lender Bank or the London interbank market any other condition affecting with respect to this Agreement, such Lender's Commitment Agreement or any the Eurodollar Loan Loans or Fixed Rate Loans made by such Lender, Bank and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan or Fixed Rate Loan hereunder or to reduce the amount of any sum received or receivable by such Lender hereunder payment (whether of principal, interest or otherwise) by an amount deemed by such Lender Bank to be material, then and in each such case the Borrower will Company shall pay to such Lender upon demand Bank, as provided in paragraph (c) below, such additional amount or amounts as will shall be necessary to compensate such Lender Bank for such additional cost, reduction or payment; provided, however, that the Company may, at its option and upon written notice to the Administrative Agent and the Banks, either (i) elect to convert such Loan of such Bank into an ABR Loan upon the payment by the Company of the increased costs described above incurred prior to such conversion and any amount owing in respect of Section 2.14 hereof, it being understood that (A) for purposes of Section 2.11, such ABR Loan shall be subject to prepayment only at such times and on such conditions as the Loan from which it was converted and (B) upon such increased costs being eliminated, or reduction sufferedreduced by an amount deemed sufficient by the Company, such ABR Loan will be converted into a Loan of the same Type as the Loan previously converted into such ABR Loan having an Interest Period expiring on the same date as the Loan previously converted into such ABR Loan or (ii) with the prior consent of the Required Banks, elect to convert all (but not less than all) Loans of all Banks of the same Type and Interest Period as the Loan subject to such change into Loans of a different Type upon the payment of all amounts that are due under this Section 2.12(a) and 35 Section 2.14. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.
(b) If any Lender Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation regulation, agreement or guideline regarding capital adequacy, or any change in any of the foregoing law, rule, regulation, agreement or guideline regarding capital adequacy or in the interpretation or administration of any of the foregoing law, rule, regulation, agreement or guideline regarding capital adequacy by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender Bank (or any lending office of such LenderBank) or any LenderBank's holding company with any request or directive regarding capital adequacy issued under any law, rule, regulation or guideline (whether or not having the force of law) of any such authority, central bank or comparable agencyagency issued after the date hereof, has or would have the effect of reducing the rate of return on such LenderBank's capital or on the capital of such LenderBank's holding company, if any, as a consequence of this Agreement, such Lender's Commitment Agreement or the Loans made by such Lender Bank pursuant hereto to a level below that which such Lender Bank or such LenderBank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time the Borrower Company shall pay to such Lender Bank following receipt of a certificate of such Bank to such effect in accordance with paragraph (c) below such additional amount or amounts as will compensate such Lender Bank or such LenderBank's holding company on an after-tax basis for any such reduction suffered.
(c) A certificate of Each Bank shall promptly deliver to the Lender Company from time to time one or more certificates setting forth the amounts due to such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender or its holding company as specified in paragraph Bank under paragraphs (a) or and (b) above, the changes as a result of which such amounts are due and the case may be, manner of computing such amounts. Each such certificate shall be delivered to conclusive in the Borrower and such amount or amounts may be reviewed by the Borrowerabsence of manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Borrower The Company shall pay to each Bank the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, the amount amounts shown as due on any such certificate. If the Borrower, certificate within 10 days after its receipt of any such certificate from the Lender, disagrees with the Lender same. No failure on the computation part of the amount or amounts owed any Bank to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of demand compensation under paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail on any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrower.
(d) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period one occasion shall not constitute a waiver of such Lender's its right to demand such compensation with respect to such period or any other period; provided , except that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only no Bank shall be entitled to payment compensation under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.this
Appears in 1 contract
Samples: Competitive Advance and Revolving Credit Facility Agreement (Albemarle Corp)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement Closing Date any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result in the impositionimpose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender, Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Eurodollar Rate) or shall result in the imposition impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender upon or the Issuing Bank, as the case may be, within 10 days after demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that the applicability adoption after the Closing Date of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other lawregulation, rule, regulation agreement or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration of any of the foregoing thereof by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement, such Lender's Commitment Agreement or the Revolving Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered.
(c) A certificate of a Lender or the Lender Issuing Bank, setting forth such in reasonable detail the reason therefor, the amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate such Lender or the Lender Issuing Bank or its holding company company, as applicable, as specified in paragraph (a) or (b) above, as and the case may becalculation thereof, shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to such Lender or the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, Issuing Bank the amount shown as due on any such certificate. If the Borrower, certificate delivered by it within 10 days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days period prior to the date that is 270 days prior to such request if such Lender does make or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such demand. The protection increased costs or reductions and of this Section the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided, further, that the foregoing limitation shall be available not apply to each Lender regardless any increased costs or reductions arising out of the retroactive application of any possible contention of the invalidity or inapplicability of the law, regulation, rule, regulation, guideline or other change or condition which directive as aforesaid within such six-month period. Each Lender's determination and calculation of amounts due it under this Section 2.13 shall have occurred or been imposedbe binding on all parties hereto absent manifest error.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result in the impositionimpose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender, Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall result in the imposition impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration of any of the foregoing thereof by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement, such Lender's Commitment Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount reasonably deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered.
(c) A certificate of a Lender or the Lender Issuing Bank setting forth such the amount or amounts (including computation of reasonably determined by such amount Lender or amounts) as shall Issuing Bank to be necessary to compensate such Lender or the Lender Issuing Bank or its holding company company, as applicable, as specified in paragraph (a) or (b) above, as the case may be, above shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to such Lender or the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, Issuing Bank the amount shown as due on any such certificate. If the Borrower, certificate delivered by it within 10 days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation with respect to any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demandcompensation. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition which that shall have occurred or been imposed.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with with, or for the account of of, or credit extended by any LenderBank or Issuing Bank, or shall result in the imposition on such Lender Bank or the London interbank market Issuing Bank any other condition affecting this Agreement, such LenderBank's Commitment or any Eurodollar Loan made by such LenderApplication, Letter of Credit or participations therein, and the result of any of the foregoing shall be to increase the cost to such Lender Bank or Issuing Bank of making participating in, issuing or maintaining any Eurodollar Loan Letter of Credit or to reduce the amount of any sum received or receivable by such Lender Bank or Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Bank or Issuing Bank to be material, then the Borrower will pay to such Lender Bank or Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender Bank or Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender Bank or Issuing Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof Effective Date pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof Effective Date of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank or Issuing Bank (or any lending office of such LenderBank or Issuing Bank) or any LenderBank's or Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such LenderBank's or Issuing Bank's capital or on the capital of such LenderBank's or Issuing Bank's holding company, if any, as a consequence of this Agreement, such LenderBank's or Issuing Bank's Commitment or the Loans made by such Lender Letters of Credit or participations therein pursuant hereto to a level below that which such Lender Bank or Issuing Bank or such LenderBank's or Issuing Bank's holding company could have achieved but for such adoption, change or compliance (taking into consideration such LenderBank's or Issuing Bank's policies and the policies of such LenderBank's holding company with respect to capital adequacy) by an amount deemed by such Lender Bank or Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or Issuing Bank or such LenderBank's or Issuing Bank's holding company for any such reduction suffered. It is acknowledged that this Agreement is being entered into by the Banks and the Issuing Banks on the understanding that the Banks and Issuing Bank will not be required to maintain capital against their Commitments under currently applicable laws, regulations and regulatory guidelines.
(c) A certificate of the Lender Bank or Issuing Bank setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender Bank or Issuing Bank or its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower and such amount or amounts may be reviewed by the Borrower. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Borrower shall pay to the LenderBank or Issuing Bank, within 10 Business Days after receipt by the Borrower of such certificate delivered by the LenderBank or the Issuing Bank, the amount shown as due on any such certificate. If the Borrower, after receipt of any such certificate from the LenderBank or Issuing Bank, disagrees with the Lender Bank or Issuing Bank on the computation of the amount or amounts owed to the Lender Bank or Issuing Bank pursuant to paragraph (a) or (b) above, the Lender Bank or Issuing Bank and the Borrower shall negotiate in good faith to promptly resolve such disagreementdisagreement promptly. In either case, however, the Lender Bank or Issuing Bank shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the LenderBank or Issuing Bank, entail any cost or disadvantage to the Lender Bank or Issuing Bank that the Lender Bank or Issuing Bank is not reimbursed or compensated for by the Borrower.
(d) Failure on the part of any Lender Bank or Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such LenderBank's or Issuing Bank's right to demand compensation with respect to any other period; provided that if any Lender Bank or Issuing Bank fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender Bank or Issuing Bank shall, with respect to amounts payable pursuant to this Section 2.12 2.10 resulting from such event, event only be entitled to payment under this Section 2.12 2.10 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender Bank or Issuing Bank does make such demand. The protection of this Section 2.10 shall be available to each Lender Bank or Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 1 contract
Samples: Letter of Credit Issuance and Reimbursement Agreement (Lucent Technologies Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if If after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of lawlaw but with respect to which similarly situated banks generally comply) (any such change, an "INCREASED COST CHANGE")
(i) shall result change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan, Term Federal Funds Loan, Certificate of Deposit Loan or Fixed Rate Loan made by such Bank or any amounts due to the Issuing Bank in connection with any LC Disbursement or any other fees or amounts payable hereunder (other than (x) taxes imposed on the impositionoverall net income of such Bank or the Issuing Bank by the jurisdiction in which such Bank or the Issuing Bank has its principal or lending office or by any political subdivision or taxing authority therein (or any tax which is enacted or adopted by such jurisdiction, modification political subdivision or applicability taxing authority as a direct substitute for any such taxes) or (y) any tax, assessment, or other governmental charge that would not have been imposed but for the failure of any Bank or the Issuing Bank to comply with any certification, information, documentation, or other reporting requirement), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by by, such Bank or the Issuing Bank (except any Lender, or shall result such requirement reflected in the imposition Base CD Rate or the Certificate of Deposit Rate) or (iii) shall impose on such Lender Bank or the Issuing Bank or on the London interbank Interbank Market, the Certificate of Deposit market or the term Federal funds market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan, Term Federal Funds Loan or Certificate of Deposit Loan made by such LenderBank or any Letter of Credit issued by the Issuing Bank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank or the Issuing Bank of making or maintaining any Eurodollar Loan, Term Federal Funds Loan or Certificate of Deposit Loan or issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender Bank or the Issuing Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Lender Bank or the Issuing Bank to be material, then the Borrower will pay then, subject to such Lender upon demand Section 2.08(d) hereof, such additional amount or amounts as will compensate such Lender Bank or the Issuing Bank for such additional costs incurred increase or reduction sufferedwill be paid by the Company to such Bank or the Issuing Bank as provided in Section 2.08(c) hereof. Any such amount determined pursuant to this Section 2.08(a) shall be computed on the basis of the net effect of any Increased Cost Changes incurred by such Bank or the Issuing Bank from time to time after the Effective Date of this Agreement.
(b) If any Lender Bank or the Issuing Bank shall have determined in good faith that the applicability adoption or issuance, after the date of this Agreement, of any applicable law, rule, regulation regulation, guideline, request or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline directive regarding capital adequacyadequacy (whether or not having the force of law but with respect to which similarly situated banks generally comply) (a "CAPITAL ADEQUACY RULE"), or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (any such adoption, issuance or change of a Capital Adequacy Rule being called a "CAPITAL ADEQUACY CHANGE"), or compliance therewith by any Lender Bank or the Issuing Bank (or any lending office of such Lender) Bank or the Issuing Bank or any Lender's holding company with any request corporation controlling such Bank or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyIssuing Bank), has or would have the net effect of reducing the rate of return on such LenderBank's or the Issuing Bank's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreementsuch Bank's commitment to make, such Lender's Commitment or the making or maintaining of, any Loans made by hereunder or such Lender pursuant hereto Bank's participations in Letters of Credit, or the Issuing Bank's issuance of Letters of Credit to a level below that which such Lender Bank or the Issuing Bank (or any such Lender's holding company could corporation controlling such Bank or the Issuing Bank) would have achieved but for such adoption, change or compliance (taking into consideration such LenderBank's or the Issuing Bank's policies and the policies of such Lender's holding company with respect to capital adequacyadequacy and any Capital Adequacy Rule in effect as of the date of this Agreement) by an amount deemed by such Lender Bank or the Issuing Bank to be material, then from time to time the Borrower shall Company shall, subject to Section 2.08(d) hereof, pay to such Lender Bank or the Issuing Bank such additional amount or amounts as will compensate such Lender Bank or the Issuing Bank for such Lender's holding company for reduction as provided in Section 2.08(c) hereof; PROVIDED, HOWEVER, that to the extent (i) a Bank or the Issuing Bank shall increase its level of capital above the level maintained by such Bank or the Issuing Bank on the date of this Agreement and there has not been a Capital Adequacy Change, or (ii) there has been a Capital Adequacy Change and a Bank or the Issuing Bank shall increase its level of capital by an amount greater than the increase attributable (taking into consideration the same variables taken into consideration in determining the level of capital maintained by such Bank or the Issuing Bank on the date of this Agreement) to such Capital Adequacy Change, the Company shall not be required to pay any amount or amounts under this Agreement with respect to any such reduction sufferedincrease in capital. Thus, for example, a Bank which is "adequately capitalized" (as such term or any similar term is used by any applicable bank regulatory agency having authority with respect to such Bank) may not require the Company to make payments in respect of increases in such Bank's level of capital made under the circumstances described in clause (i) or (ii) above which improve its capital position from "adequately capitalized" to "well capitalized" (as such term or any similar term is used by any applicable bank regulatory agency having authority with respect to such Bank).
(c) A certificate of each Bank or the Lender Issuing Bank setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate such Bank or the Lender Issuing Bank (or its holding company a Participant pursuant to Section 10.06(b) hereof) as specified in paragraph (a) or (b) aboveof this Section 2.08, as the case may be, shall be delivered to the Borrower and Company at the end of each Calendar Quarter during which such amount Bank is an Affected Bank or amounts may be reviewed the Issuing Bank is affected by the Borrower. Unless events referred to in paragraph (a) or (b) of this Section 2.08, and upon the Borrower disagrees taking by the Company in respect of such Bank or the Issuing Bank of one of the actions described in paragraph (e)(ii) or (e)(iv) of this Section 2.08 and shall, if submitted in good faith with the computation of the amount or amounts in such certificatefaith, the Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such be conclusive absent manifest error; PROVIDED that any certificate delivered by a Bank or the LenderIssuing Bank pursuant to this Section 2.08(c) shall (i) in the case of a certificate in respect of amounts payable pursuant to paragraph (a) of this Section 2.08, set forth in reasonable detail the basis for and the calculation of such amounts, and (ii) in the case of a certificate in respect of amounts payable pursuant to paragraph (b) of this Section 2.08, (A) set forth at least the same amount of detail in respect of the calculation of such amount as such Bank or the Issuing Bank provides in similar circumstances to other similarly situated borrowers from such Bank or the Issuing Bank, and (B) include a statement by such Bank or the Issuing Bank that it has allocated to its Revolving Credit Commitment or outstanding Loans a proportionately equal amount of any reduction of the rate of return on such Bank's or the Issuing Bank's capital due to a Capital Adequacy Rule as it has allocated to each of its other commitments to lend or to each of its other outstanding loans that are affected similarly by such Capital Adequacy Rule. The Company shall pay each Bank or the Issuing Bank the amount shown as due on any such certificate. If certificate upon the Borrower, after receipt earlier of (i) the date on which the Company takes one of the actions in respect of any such certificate from Bank or the LenderIssuing Bank described in paragraph (e)(ii) or (e)(iv) of this Section 2.08 and (ii) 30 days after receipt by the Company of such certificate.
(d) Subject to the following provisions of this Section 2.08(d), disagrees with the Lender failure on the computation part of any Bank or the amount or Issuing Bank to demand compensation for any amounts owed to the Lender payable pursuant to paragraph paragraphs (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrower.
(d) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital this Section 2.08 with respect to any Interest Period or other period shall not constitute a waiver of such LenderBank's right or the Issuing Bank's rights to demand compensation for any such amounts with respect to any other Interest Period or other period. In the case of any Increased Cost Change which is given retroactive effect to a date prior to the adoption thereof, a Bank or the Issuing Bank shall be entitled to seek compensation in respect thereof pursuant to paragraph (a) of this Section 2.08 for the period commencing on such retroactive effective date and, in the case of any Bank, ending on the date on which the Company takes one of the actions in respect of such Bank described in paragraph (e)(ii) or (e)(iv) of this Section 2.08; provided PROVIDED, HOWEVER, that (i) if such Bank or the Issuing Bank shall fail to notify the Company within 30 days after the date of official promulgation of such Increased Cost Change that it will demand such compensation, the period for which such Bank or the Issuing Bank shall be entitled to seek compensation in respect thereof shall commence on the date which is 30 days prior to such Bank's or the Issuing Bank's notice that it will demand compensation, and (ii) if any Lender fails Increased Cost Change is given retroactive effect to make a date which is more than three months prior to the date of adoption thereof, the Company's liability to pay compensation to such demand within 45 days after it obtains knowledge Bank or the Issuing Bank in respect thereof for any period prior to the date which is three months prior to the adoption thereof shall, subject to the foregoing clause (i) of this proviso, be equal to 50% of the event giving rise amount required to compensate such Bank or the demand Issuing Bank in respect of such Lender shall, Increased Cost Change with respect to amounts payable pursuant to this Section 2.12 resulting from such eventperiod. In the case of any Increased Cost Change which is given only prospective effect, only a Bank or the Issuing Bank shall be entitled to payment under seek compensation in respect thereof pursuant to paragraph (a) of this Section 2.12 2.08 for such costs incurred or reduction in amounts or return the period commencing on capital from and after the later of (A) the date 45 on which such Increased Cost Change becomes effective and (B) the date 30 days prior to the notice by such Bank or the Issuing Bank that it will demand such compensation, and, in the case of any Bank, ending on the date that on which the Company takes one of the actions in respect of such Lender does make such demand. The protection Bank described in paragraph (e)(ii) or (e)(iv) of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed2.
Appears in 1 contract
Samples: Five Year Credit Agreement (Occidental Petroleum Corp /De/)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender, or shall result in the imposition on such Lender or the London interbank market any other condition affecting this Agreement, such Lender's Commitment or any Eurodollar Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(b1) If any Lender Bank shall have determined that the applicability of any law, rule, regulation adoption or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption effectiveness after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing 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) or any LenderBank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such LenderBank's capital or on the capital of such LenderBank's holding company, if any, as a consequence of this Agreement, such Lender's Commitment or the Loans made by such Lender Bank pursuant hereto hereto, such Bank's Commitment hereunder or the issuance of, or participation in, any Letter of Credit by such Bank to a level below that which such Lender Bank or such LenderBank's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lenderaccount Bank's policies and the policies of such LenderBank's holding company with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or such LenderBank's holding company for any such reduction suffered.
(c2) A certificate of the Lender each Bank setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender such Bank or its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, each Bank the amount shown as due on any such certificate. If the Borrower, certificate delivered to it within 10 days after its receipt of the same. Any Bank receiving any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed payment shall promptly make a refund thereof to the Lender pursuant Borrower if the law, regulation, guideline or change in circumstances giving rise to paragraph (a) such payment is subsequently deemed or (b) above, the Lender and the Borrower shall negotiate in good faith held to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) be invalid or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowerinapplicable.
(d3) Failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such LenderBank's right to demand compensation with respect to such period or any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Mariner Post Acute Network Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, or deposits with or for the account of or credit extended by any Lender, or shall result in the imposition on such Lender or the London interbank market of any other condition affecting this Agreement, such Lender's Commitment or any Eurodollar Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(b) If any Lender shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," ", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing 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) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, such Lender's Commitment or the Revolving Credit Loans made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered. It is acknowledged that this Agreement is being entered into by the Lenders on the understanding that the Lenders will not be required to maintain capital against their Commitments under currently applicable laws, regulations and regulatory guidelines.
(c) A certificate of the Lender setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender or its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower and such amount or amounts may be reviewed by the Borrower. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, the amount shown as due on any such certificate. If the Borrower, after receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrower.
(d) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to such period or any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 1 contract
Samples: 364 Day Revolving Credit Facility Agreement (At&t Corp)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with with, or for the account of of, or credit extended by any LenderBank or Issuing Bank, or shall result in the imposition on such Lender Bank or the London interbank market Issuing Bank any other condition affecting this Agreement, such Lender's Bank’s Commitment or any Eurodollar Loan made by such LenderApplication, Letter of Credit or participations therein, and the result of any of the foregoing shall be to increase the cost to such Lender Bank or Issuing Bank of making participating in, issuing or maintaining any Eurodollar Loan Letter of Credit or to reduce the amount of any sum received or receivable by such Lender Bank or Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Bank or Issuing Bank to be material, then the Borrower will pay to such Lender Bank or Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender Bank or Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender Bank or Issuing Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof Amendment Effective Date pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "“International Convergence of Capital Measurement and Capital Standards," ” or the adoption after the date hereof Amendment Effective Date of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank or Issuing Bank (or any lending office of such LenderBank or Issuing Bank) or any Lender's Bank’s or Issuing Bank’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's Bank’s or Issuing Bank’s capital or on the capital of such Lender's Bank’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement, such Lender's Bank’s or Issuing Bank’s Commitment or the Loans made by such Lender Letters of Credit or participations therein pursuant hereto to a level below that which such Lender Bank or Issuing Bank or such Lender's Bank’s or Issuing Bank’s holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender's Bank’s or Issuing Bank’s policies and the policies of such Lender's Bank’s holding company with respect to capital adequacy) by an amount deemed by such Lender Bank or Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender Bank or Issuing Bank such additional amount or amounts as will compensate such Lender Bank or Issuing Bank or such Lender's Bank’s or Issuing Bank’s holding company for any such reduction suffered. It is acknowledged that this Agreement is being entered into by the Banks and the Issuing Banks on the understanding that the Banks and Issuing Bank will not be required to maintain capital against their Commitments under currently applicable laws, regulations and regulatory guidelines.
(c) A certificate of the Lender Bank or Issuing Bank setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender Bank or Issuing Bank or its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower and such amount or amounts may be reviewed by the Borrower. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Borrower shall pay to the LenderBank or Issuing Bank, within 10 Business Days after receipt by the Borrower of such certificate delivered by the LenderBank or the Issuing Bank, the amount shown as due on any such certificate. If the Borrower, after receipt of any such certificate from the LenderBank or Issuing Bank, disagrees with the Lender Bank or Issuing Bank on the computation of the amount or amounts owed to the Lender Bank or Issuing Bank pursuant to paragraph (a) or (b) above, the Lender Bank or Issuing Bank and the Borrower shall negotiate in good faith to promptly resolve such disagreementdisagreement promptly. In either case, however, the Lender Bank or Issuing Bank shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the LenderBank or Issuing Bank, entail any cost or disadvantage to the Lender Bank or Issuing Bank that the Lender Bank or Issuing Bank is not reimbursed or compensated for by the Borrower.
(d) Failure on the part of any Lender Bank or Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's Bank’s or Issuing Bank’s right to demand compensation with respect to any other period; provided that if any Lender Bank or Issuing Bank fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender Bank or Issuing Bank shall, with respect to amounts payable pursuant to this Section 2.12 2.10 resulting from such event, event only be entitled to payment under this Section 2.12 2.10 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender Bank or Issuing Bank does make such demand. The protection of this Section 2.10 shall be available to each Lender Bank or Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 1 contract
Samples: Letter of Credit Issuance and Reimbursement Agreement (Lucent Technologies Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Standby Loan or CD Loan made by such Bank or any other fees or amounts payable hereunder (other than changes in respect of taxes imposed on the impositionoverall net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein), modification shall impose, modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by by, such Bank (except any Lenderreserve requirement reflected in the Adjusted LIBO Rate), or shall result in the imposition impose on such Lender Bank or the London interbank market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Standby Loan or CD Loan made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Standby Loan or CD Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by such Lender Bank to be material, then the Borrower will Company shall pay to such Lender Bank upon demand such additional amount or amounts as will compensate such Lender Bank for such additional costs cost incurred or reduction suffered.
(b) If any Lender Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Supervi- sory Practices entitled "International Convergence of Capital Measurement and Capital Standards," ", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation inter- pretation or administration thereof, or compliance by any Lender Bank (or any lending office of such LenderBank) or any LenderBank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such LenderBank's capital or on the capital of such LenderBank's holding company, if any, as a consequence of this Agreement, such Lender's Commitment Agreement or the Loans made by such Lender Bank pursuant hereto to a level below that which such Lender Bank or such LenderBank's holding company could have achieved but for such adoption, change or compliance (taking into consideration such LenderBank's policies and the policies of such LenderBank's holding company with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time the Borrower Company shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or such LenderBank's holding company for any such reduction suffered.
(c) A certificate of the Lender a Bank setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender such Bank (or its holding company participating banks or other entities pursuant to Section 9.04) as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower Company and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Borrower The Company shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, each Bank the amount shown as due on any such certificate. If the Borrower, certificate delivered by it within 10 days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such LenderBank's right to demand compensation with respect to such period or any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Tredegar Industries Inc)
Reserve Requirements; Change in Circumstances. (a) If any Bank shall have determined that the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, special deposit, insurance or any change after the date hereof in any of the foregoing or in the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or any Lending Office of such Bank) or any Bank's holding company with any request or directive promulgated after the date hereof regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's or on the capital of such Bank's holding company, if any, as a consequence of this Agreement or the Revolving Loan made by such Bank to a level below that which such Bank or such Bank's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies and the policies of such Bank's holding company with respect to capital adequacy) by an amount deemed by such Bank in good faith to be material, then from time to time the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank or such Bank's holding company for any such reduction suffered.
(b) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation (either by way of changes in existing laws or regulations or the introductions of new laws or regulations) or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result change the basis of taxation of payments to any Bank of the principal of or interest on any LIBOR Borrowing made by such Bank, Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the impositionnet income of such Bank), modification or applicability of shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Bank, including without limitation any Lenderreserve requirement that may be applicable to "eurocurrency liabilities" under and as defined in Regulation D, or shall result in the imposition impose on such Lender Bank or the London interbank market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan LIBOR Borrowing made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan LIBOR Borrowing or to reduce the amount of any sum received or receivable by such Lender Bank hereunder or under its Note (in respect of LIBOR Borrowing only), whether of principal, interest or otherwise) , by an amount deemed by such Lender Bank in good faith to be material, then then, the Borrower will pay to such Lender Bank upon demand such additional amount or amounts as will compensate such Lender Bank for such additional costs incurred or reduction suffered.
(b) If any Lender shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing 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) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, such Lender's Commitment or the Loans made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered.
(c) A certificate of the Lender a Bank setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender such Bank or its holding company as specified in paragraph (a) or (b) above, as the case may be, and setting forth in reasonable detail the manner in which such amount or amounts shall have been determined shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, each Bank the amount shown as due on any such certificate. If the Borrower, certificate delivered by it within 10 days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lendersaid Bank's right to demand compensation with respect to such period or any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender any Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed, provided that if such Bank is compensated for such increased costs or reduction by any Governmental Authority or third party in the event such invalidity or inapplicability is finally determined, then such Bank shall return to Borrower the respective compensation paid by Borrower, up to the lesser of such amount as is received by such Bank or such amount as was paid by Borrower.
(e) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section shall survive Termination, provided that Borrower shall have no further obligation to the Banks under this Section unless a certificate setting forth the amount of such obligation shall have been delivered by the Banks pursuant to paragraph (c) above within ninety (90) calendar days after the Termination Date.
(f) Each Bank or the Administrative Agent on behalf of the Banks shall give notification to the Borrower of any event or prospective event which will give rise to the operation of paragraphs (a) or (b) of this Section, such notification to be sent within thirty (30) days of the date of the public promulgation of the effective date of any such law, rule, regulation, guidelines or change therein.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement there is adopted any new law, rule or regulation or any change in applicable law or regulation or in the interpretation interpretation, promulgation, implementation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) which shall result in the impositionimpose, modification modify or applicability of deem applicable any reserve, special special-deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender, Lender or Issuing Bank (except any such reserve requirement which is reflected in the Eurodollar Rate) or shall result in the imposition impose on such any Lender or Issuing Bank or on the London interbank market any other condition affecting this Agreement, such Lender's Commitment or any Eurodollar Loan made by such Lenderor any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan Loan, to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder or under any Notes (whether of principal, interest or otherwise) by an amount deemed by such Lender or Issuing Bank to be material, then the Borrower will pay to such Lender or Issuing Bank upon demand such additional amount or amounts as will compensate such Lender or Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender or Issuing Bank shall have determined that the applicability of any law, rule, regulation regulation, agreement or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or the adoption after the date hereof of any change in any law, rule, regulation, agreement or guideline existing on the date hereof or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender or Issuing Bank (or any lending office of such Lenderthereof) or any Lender's ’s or Issuing Bank’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's ’s or Issuing Bank’s capital or on the capital of such Lender's ’s or Issuing Bank’s holding company, if any, as a consequence of with respect to this Agreement, such Lender's Commitment any Loan or the Loans made by such Lender pursuant hereto any Letter of Credit or participation therein to a level below that which such Lender or Issuing Bank or such Lender's ’s or Issuing Bank’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's ’s or Issuing Bank’s policies and the policies of such Lender's ’s or Issuing Bank’s holding company with respect to capital adequacy) by an amount deemed by such Lender or Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender's ’s or Issuing Bank’s holding company for any such reduction suffered. It is acknowledged that this Agreement is being entered into by the Lenders and the Issuing Banks on the understanding that the Lenders and the Issuing Banks will not be required to maintain capital against their obligations to make Loans or issue Letters of Credit or purchase participations therein under currently applicable laws, regulations and regulatory guidelines. In the event that any Lender or Issuing Bank shall be advised by any Governmental Authority, or shall otherwise determine on the basis of pronouncements of any Governmental Authority, that such understanding is incorrect, it is agreed that each such Lender or Issuing Bank will be entitled to make claims under this paragraph based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained.
(c) A certificate of the a Lender or Issuing Bank setting forth in reasonable detail such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the such Lender or its Issuing Bank or such Lender’s or Issuing Bank’s holding company as specified in paragraph (a) or (b) above, as the case may be, and the manner in which such Lender or Issuing Bank has determined the same, shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to such Lender or Issuing Bank, as the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lendercase may be, the amount shown as due on any such certificate. If the Borrower, certificate delivered by it within 10 days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure on the part of any Lender or Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's ’s or Issuing Bank’s right to demand compensation with respect to such period or any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender and Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
(e) For purposes of this Agreement, notwithstanding anything in this Agreement to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules, regulations, interpretations, agreements, guidelines, directives and requests in connection therewith are deemed to have been adopted, and to have gone into effect, after the date of this Agreement, regardless of the date on which the same were actually adopted or went into effect.
Appears in 1 contract
Samples: Credit Agreement (Avista Corp)
Reserve Requirements; Change in Circumstances. i. It is understood that the cost to the Banks of making or maintaining Eurodollar Loans may fluctuate as a result of the applicability of, or changes in, reserve requirements imposed by the Board of Governors of the Federal Reserve System of the United States, including, but not limited to, reserve requirements under Regulation D of such Board of Governors (a"REGULATION D") Notwithstanding at the ratios provided for in Regulation D from time to time. The Borrower agrees to pay to each Bank from time to time, as provided in SUBDIVISION (g)(3) below, such amounts as shall be necessary to compensate such Bank for the portion of the cost of making or maintaining any other provision hereinEurodollar Loans made by it resulting from any such reserve requirements, if it being understood that the rates of interest applicable to Eurodollar Loans hereunder have been determined on the hypothetical assumption that no such reserve requirements exist or will exist and that such rates do not reflect costs imposed on the Banks in connection with such reserve requirements. It is agreed that for purposes of this SUBDIVISION (g)(1) the Eurodollar Loans made hereunder shall be deemed to constitute Eurocurrency liabilities as defined in Regulation D and to be subject to the reserve requirements of Regulation D without benefit or credit of proration, exemptions or offsets which might otherwise be available to any Bank from time to time under Regulation D.
ii. In the event that after the date of this Agreement hereof any change in conditions or in applicable law or regulation regulations or in the interpretation or administration thereof by (including, without limitation, any governmental authority charged with the interpretation request, guideline or administration thereof (whether or policy not having the force of law) by any authority charged with the administration or interpretation thereof shall result occur which shall:
(1) subject any Bank to any tax with respect to any Loan at the Eurodollar Rate (other than any tax on the overall net income of such Bank imposed by the United States of America or by the jurisdiction in which such Bank has its principal office or any political subdivision or taxing authority therein); or
(2) change the impositionbasis of taxation of any payment to any Bank of principal of or interest on or other fees and amounts payable on any Loan at the Eurodollar Rate; or
(3) impose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against any assets ofheld by, deposits with or for the account of or credit extended loans or commitments by an office of any Lender, or shall result in the imposition on such Lender Bank; or
(4) impose upon any Bank or the London interbank eurodollar market any other condition affecting with respect to Loans at the Eurodollar Rate or this Agreement, such Lender's Commitment or any Eurodollar Loan made by such Lender, ; and the result of any of the foregoing shall be to increase the actual cost to such Lender Bank of making or maintaining any Loan at the Eurodollar Loan Rate or to reduce the amount of any sum received or receivable by such Lender hereunder payment (whether of principal, interest or otherwise) received or receivable by such Bank, or to require such Bank to make any payment in connection with any Loan at the Eurodollar Rate, in each case by or in an amount deemed by which such Lender to be Bank in its sole judgment shall deem material, then and in each such case the Borrower will shall pay to such Lender upon Bank, as provided in SUBDIVISION (g)(3) below, such amounts as shall be necessary to compensate such Bank for such cost, reduction or payment.
iii. Each Bank shall deliver to the Borrower from time to time one or more certificates setting forth the amounts due to such Bank under SUBDIVISIONS 2 (g)(1) and 2(g)(2) and the changes as a result of which such amounts are due. Each such certificate shall be conclusive in the absence of manifest error. The Borrower shall pay to each Bank the amounts shown as due on any such certificate within ten days after its receipt of the same. No failure on the part of any Bank to demand compensation under SUBDIVISION 2(g)(1) on any one occasion shall constitute a waiver of its right to demand such additional amount compensation on any other occasion; provided that any demand for compensation pursuant to this SUBPARAGRAPH 2(g) relating to any Interest Period for a Loan at the Eurodollar Rate shall be made not later than the expiration of one year after the last day of such Interest Period. The protection of this SUBPARAGRAPH 2(g) shall be available to each Bank regardless of any possible contention of the invalidity or amounts as will compensate inapplicability of any law, regulation or other condition which shall give rise to any demand by such Lender Bank for such additional costs incurred or reduction sufferedcompensation hereunder.
(biv. Notwithstanding any other provision of this Agreement, the Borrower shall not have any liability under this SUBPARAGRAPH 2(g) If as a result of any Lender change in a Bank's lending office, or an assignment or participation of a Bank's rights or obligations under this Agreement if such change, assignment or participation would, but for the application of this sentence, impose any liability on the Borrower under this SUBPARAGRAPH 2(g) by reason of legal, regulatory or other requirements in effect or pending at the time of such change, assignment or participation.
v. In the event that any Bank shall have determined that the applicability adoption of any law, rule, rule or regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, affecting the banking industry generally, or any change in any of the foregoing therein or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, application thereof or compliance by any Lender (or any lending office of such Lender) or any Lender's holding company Bank with any request or directive affecting the banking industry generally regarding capital adequacy (whether or not having the force of law) of from any such authority, central bank or comparable agencygovernmental authority, has does or would shall have the effect of reducing the rate of return on such LenderBank's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreementits obligations hereunder (including the Commitment of, and Credit Extensions made by, such Lender's Commitment or the Loans made by such Lender pursuant hereto Bank) to a level below that which such Lender or such Lender's holding company Bank could have achieved but for such adoption, change or compliance (taking into consideration such LenderBank's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time time, after submission by such Bank to the Borrower (with a copy to the Agent) of a written notice of such reduction and as soon as practicable thereafter, supporting documentation with respect thereto, the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender or Bank for such Lender's holding company for any such reduction suffered.
(c) A certificate of the Lender setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender or its holding company as specified in paragraph (a) or (b) abovereduction, as the case may be, shall be delivered to the Borrower and such amount or amounts may be reviewed by the Borrower. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, PROVIDED that the Borrower shall pay not be required to the Lender, within 10 Business Days after make any such payments with respect to any periods prior to receipt by of written notice of such reduction and PROVIDED FURTHER that no such payment shall be due until the Borrower of such certificate delivered by has received supporting documentation with respect thereto which supporting documentation shall be deemed to be conclusive absent manifest error. Notwithstanding the Lenderforegoing, the amount shown as due on any such certificate. If the Borrower, after receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrower.
(d) Failure on the part adoption of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the industry-wide law, rule, regulation, guideline request or other change or condition which directive regarding capital adequacy is reflected in the rate of interest paid by the Borrower on any Loan, the Borrower shall have occurred or been imposednot be obligated to make any such compensatory payments to the Bank.
Appears in 1 contract
Samples: Credit Agreement (Genlyte Group Inc)
Reserve Requirements; Change in Circumstances. (a) If any Bank shall have determined that the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing or in the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or any Lending Office of such Bank) or any Bank's holding company with any request or directive promulgated after the date hereof regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital or on the capital of such Bank's holding company, if any, as a consequence of this Agreement or the Loan made by such Bank to a level below that which such Bank or such Bank's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies and the policies of such Bank's holding company with respect to capital adequacy and any change to the Variable Rate or the LIBOR Rate as a result of any such adoption change or compliance) by an amount deemed by such Bank in good faith to be material, then from time to time Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank or such Bank's holding company for any such reduction suffered.
(b) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation (either by way of changes in existing laws or regulations or the adoption of new laws or regulations) or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result change the basis of taxation of payments to any Bank of the principal of or interest on any LIBOR Advance made by such Bank, Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the impositionnet income of such Bank), modification or applicability of shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Bank, including without limitation any Lenderreserve requirement that may be applicable to "eurocurrency liabilities" under and as defined in Regulation D, or shall result in the imposition impose on such Lender Bank or the London interbank market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan LIBOR Advance made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan LIBOR Advance or to reduce the amount of any sum received or receivable by such Lender Bank hereunder or under the Notes (in respect of LIBOR Advance only), whether of principal, interest or otherwise) , by an amount deemed by such Lender Bank in good faith to be material, then the then, Borrower will pay to such Lender upon demand Bank such additional amount or amounts as will compensate such Lender Bank for such additional costs incurred or reduction suffered.
(b) If any Lender shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing 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) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, such Lender's Commitment or the Loans made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered.
(c) A certificate of the Lender a Bank, setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender such Bank or its holding company as specified in paragraph (a) or (b) above, as the case may be, and setting forth in reasonable detail the manner in which such amount or amounts have been determined, shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, each Bank the amount shown as due on any such certificate. If the Borrower, certificate delivered by it within thirty (30) days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure Except as otherwise provided herein, failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lendersaid Bank's right to demand compensation with respect to such period or any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender any Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed, provided that if such Bank is compensated for such increased costs or reduction by any Governmental Authority or third party in the event such invalidity or inapplicability is finally determined, then such Bank shall return to Borrower the respective compensation paid by Borrower, up to the lesser of such amount as is received by such Bank or such amount as was paid by Borrower.
(e) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section shall survive Termination, provided that Borrower shall have no further obligation to the Banks under this Section unless a certificate setting forth the amount of such obligation shall have been delivered by the Banks pursuant to paragraph (c) above within ninety (90) calendar days after the last event required for Termination to occur.
(f) Each Bank or Administrative Agent on behalf of the Banks shall give notification to Borrower of any event or prospective event which will give rise to the operation of paragraphs (a), (b) or (d) of this Section, such notification to be sent within thirty (30) days of the date of the public promulgation of the effective date of any such law, rule, regulation, guidelines or change therein.
Appears in 1 contract
Samples: Loan Agreement (Meritage Corp)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement there is adopted any new law, rule or regulation or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) which shall result in the impositionimpose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Bank (except any Lender, such reserve requirement which is reflected in the Eurodollar Rate) or shall result in the imposition impose on such Lender Bank or the London interbank market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan Loans made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder or under any Notes (whether of principal, interest or otherwise) in respect of Eurodollar Loans by an amount deemed by such Lender Bank to be material, then the Borrower will pay to such Lender Bank upon demand such additional amount or amounts as will compensate such Lender Bank for such additional costs incurred or reduction suffered.. It is acknowledged that this Agreement is being entered into by the Banks on the understanding that the Banks will not be required to maintain capital against their Commitments under currently applicable laws, regulations and regulatory guidelines. In the event Banks shall be advised by any Governmental Authority or shall otherwise determine on the basis of pronouncements of any Governmental Authority that such understanding is incorrect, it is agreed that the Banks will be entitled to make claims under this paragraph based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained. 41 36
(b) If any Lender Bank shall have determined that the applicability of any law, rule, regulation regulation, agreement or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or the adoption after the date hereof of any change in any law, rule, regulation, agreement or guideline existing on the date hereof or in the interpretation or administration of any of the foregoing 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) or any LenderBank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such LenderBank's capital or on the capital of such LenderBank's holding company, if any, as a consequence of this Agreement, such Lender's Commitment Agreement or the Loans made by such Lender Bank pursuant hereto to a level below that which such Lender Bank or such LenderBank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such LenderBank's policies and the policies of such LenderBank's holding company with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or such LenderBank's holding company for any such reduction suffered.
(c) A certificate of the Lender each Bank setting forth in reasonable detail such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender such Bank or its holding company as specified in paragraph (a) or (b) above, as the case may be, and the manner in which such Bank has determined the same, shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, each Bank the amount shown as due on any such certificate. If the Borrower, certificate delivered by it within 10 days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such LenderBank's right to demand compensation with respect to such period or any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 1 contract
Samples: Credit Agreement (Avista Corp)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Bank or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the impositionoverall net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein), modification or applicability of shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lendersuch Bank, or shall result in the imposition impose on such Lender Bank or the London interbank market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan or Fixed Rate Loan made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Bank to be material, then the Borrower will pay to such Lender upon Bank within 30 days of demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.
(b) If any Lender Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "“International Convergence of Capital Measurement and Capital Standards," ”, or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing 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) or any Lender's Bank’s holding company with any request or directive regarding capital adequacy (whether or not having the force focus of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's Bank’s capital or on the capital of such Lender's Bank’s holding company, if any, as a consequence of this Agreement, such Lender's Commitment Agreement or the Loans made by such Lender Bank pursuant hereto to a level below that which such Lender Bank or such Lender's Bank’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's Bank’s policies and the policies of such Lender's Bank’s holding company with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or such Lender's Bank’s holding company for any such reduction suffered. It is acknowledged that the Facility Fee provided for in this Agreement has been determined on the understanding that the Banks will not be required to maintain capital against their Commitments under currently applicable law, rules, regulations and regulatory guidelines. In the event the Banks shall be advised by bank regulatory authorities responsible for interpreting or administering such applicable laws, rules, regulations and guidelines or shall otherwise determine, on the basis of applicable laws, rules, regulations, guidelines or other requests or statements (whether or not having the force of law) of such bank regulatory authorities, that such understanding is incorrect, it is agreed that the Banks will be entitled to make claims under this paragraph based upon prevailing market requirements for commitments under comparable credit facilities against which capital is required to be maintained.
(c) Notwithstanding any other provision of this Section 2.15, no Bank shall demand compensation for any increased cost or reduction referred to in paragraph (a) or (b) above if it shall not at the time be the general policy or practice of such Bank to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any.
(d) A certificate of the Lender a Bank setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender or its holding company such Bank as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, each Bank the amount shown as due on any such certificatecertificate delivered by it within 30 days after the receipt of the same. If the Borrower, after receipt any Bank subsequently receives a refund of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and paid by the Borrower it shall negotiate in good faith remit such refund to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrower.
(de) Failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's Bank’s right to demand compensation with respect to any other period; provided that if any Lender Bank fails to make such demand within 45 90 days after it obtains knowledge of the event giving rise to the demand such Lender Bank shall, with respect to amounts payable pursuant to this Section 2.12 2.15 resulting from such event, only be entitled to payment under this Section 2.12 2.15 for such costs incurred or reduction in amounts or return on capital from and after the date 45 90 days prior to the date that such Lender Bank does make such demand. The protection of this Section shall be available to each Lender Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 1 contract
Samples: 5 Year Competitive Advance and Revolving Credit Facility Agreement (Scripps E W Co /De)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with with, or for the account of of, or credit extended by any Lender, or shall result in the imposition on such Lender or the London interbank market any other condition affecting this Agreement, such Lender's Commitment or any Eurodollar Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(b) If any Lender shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof Closing Date pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof Closing Date of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authorityGovernmental 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) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, such Lender's Commitment or the Loans made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered.
(c) A certificate of the Lender setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender or its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower and such amount or amounts may be reviewed by the Borrower. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, the amount shown as due on any such certificate. If the Borrower, after receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrower.
(d) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Lucent Technologies Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Credit Agreement any change in applicable law or regulation (either by way of changes in existing laws or regulations or the introductions of new laws or regulations) or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan made by such Bank, Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the impositionnet income of such Bank), modification or applicability of shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Bank, including without limitation any Lenderreserve requirement that may be applicable to "eurocurrency liabilities" under and as defined in Regulation D, or shall result in the imposition impose on such Lender Bank or the London interbank market any other condition affecting this Agreement, such Lender's Commitment Credit Agreement or any Eurodollar Loan made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder or under the Notes (in respect of Eurodollar Loans only), whether of principal, interest or otherwise) , by an amount deemed by such Lender Bank in good faith to be material, then then, subject to Section 2.20, the Borrower will pay to such Lender Bank upon demand such additional amount or amounts as will compensate such Lender Bank for such additional costs incurred or reduction suffered.
(b) If any Lender Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or any lending office Lending Office of such LenderBank) or any LenderBank's holding company with any request or directive promulgated after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such LenderBank's capital or on the capital of such LenderBank's holding company, if any, as a consequence of this Agreement, such Lender's Commitment Credit Agreement or the Loans made by such Lender Bank pursuant hereto to a level below that which such Lender Bank or such LenderBank's holding company could have achieved but for such adoption, change or compliance (taking into consideration such LenderBank's policies and the policies of such LenderBank's holding company with respect to capital adequacy) by an amount deemed by such Lender Bank in good faith to be material, then then, subject to Section 2.20, from time to time the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or such LenderBank's holding company for any such reduction suffered.
(c) A certificate of the Lender a Bank setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate such Bank or the Lender or its holding company of either as specified in paragraph (a) or (b) above, as the case may be, and setting forth in reasonable detail the manner in which such amount or amounts shall have been determined shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, each Bank the amount shown as due on any such certificate. If the Borrower, certificate delivered by it within 10 days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such LenderBank's right to demand compensation with respect to such period or any other period; provided PROVIDED that each Bank will agree to submit claims under this Section 2.13 only if any Lender fails it is the general policy of such Bank to make such claims under comparable provisions of credit agreements with other similarly situated borrowers; PROVIDED FURTHER that no Bank shall be entitled to compensation under this Section 2.13 for any costs incurred or reduction suffered with respect to any date unless such Bank shall have notified the Borrower that it will demand within 45 compensation for such costs or reduction under paragraph (c) above not more than 90 days after it obtains knowledge the later of (i) such date and (ii) the date on which such Bank becomes aware or should have become aware in the exercise of prudent banking practices of the event giving rise to such costs or reduction. Notwithstanding any other provision of this Section 2.13, no Bank shall demand compensation for any increased cost of reduction referred to above if it shall not at the time be the general policy or practice of such Bank to demand such Lender shallcompensation in similar circumstances under comparable provisions of other credit agreements, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demandif any. The protection of this Section shall be available to each Lender Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
(e) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.13 shall survive the payment in full of the principal of and interest on all Loans made hereunder.
Appears in 1 contract
Samples: Credit Agreement (Evans Withycombe Residential Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender, or shall result in the imposition on such Lender or the London interbank market any other condition affecting this Agreement, such Lender's Commitment or any Eurodollar Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(b) If any Lender Bank shall have determined that the applicability of any law, rule, regulation adoption or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption effectiveness after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing 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) or any LenderBank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such LenderBank's capital or on the capital of such LenderBank's holding company, if any, as a consequence of this Agreement, such Lender's Commitment or the Loans made by such Lender Bank pursuant hereto hereto, such Bank's Commitment hereunder or the issuance of, or participation in, any Letter of Credit by such Bank to a level below that which such Lender Bank or such LenderBank's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lenderaccount Bank's policies and the policies of such LenderBank's holding company with respect to capital adequacy) by an amount reasonably deemed by such Lender Bank to be material, then from time to time the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or such LenderBank's holding company for any such reduction suffered.
(cb) A certificate of the Lender each Bank setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender such Bank or its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, each Bank the amount shown as due on any such certificate. If the Borrower, certificate delivered to it within 10 days after its receipt of the same. Any Bank receiving any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed payment shall promptly make a refund thereof to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrower.
(d) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change in circumstances giving rise to such payment is subsequently deemed or condition which shall have occurred held to be invalid or been imposedinapplicable.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Family Golf Centers Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if If after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of lawlaw but with respect to which similarly situated banks generally comply) (any such change, an "INCREASED COST CHANGE")
(i) shall result change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan, Term Federal Funds Loan, Certificate of Deposit Loan or Fixed Rate Loan made by such Bank or any other fees or amounts payable hereunder (other than (x) taxes imposed [NYCorp;1203895.1] on the overall net income of such Bank by the jurisdiction in which such Bank has its principal or lending office or by any political subdivision or taxing authority therein (or any tax which is enacted or adopted by such jurisdiction, political subdivision or taxing authority as a direct substitute for any such taxes) or (y) any tax, assessment, or other governmental charge that would not have been imposed but for the impositionfailure of any Bank to comply with any certification, modification information, documentation, or applicability of other reporting requirement), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by by, such Bank (except any Lender, or shall result such requirement reflected in the imposition Base CD Rate or the Certificate of Deposit Rate) or (iii) shall impose on such Lender Bank or on the London Interbank Market, the Certificate of Deposit market or the London interbank term Federal funds market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan, Term Federal Funds Loan or Certificate of Deposit Loan made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan, Term Federal Funds Loan or Certificate of Deposit Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Lender Bank to be material, then the Borrower will pay then, subject to such Lender upon demand Section 2.09(d) hereof, such additional amount or amounts as will compensate such Lender Bank for such additional costs incurred increase or reduction sufferedwill be paid by the Company to such Bank as provided in Section 2.09(c) hereof. Any such amount determined pursuant to this Section 2.09(a) shall be computed on the basis of the net effect of any Increased Cost Changes incurred by such Bank from time to time after the Effective Date of this Agreement.
(b) If any Lender Bank shall have determined in good faith that the applicability adoption or issuance, after the date of this Agreement, of any applicable law, rule, regulation regulation, guideline, request or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline directive regarding capital adequacyadequacy (whether or not having the force of law but with respect to which similarly situated banks generally comply) (a "CAPITAL ADEQUACY RULE"), or any change therein, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (any such adoption, issuance or change of a Capital Adequacy Rule being called a "CAPITAL ADEQUACY CHANGE"), or compliance therewith by any Lender Bank (or any lending office of such Lender) Bank or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any corporation controlling such authority, central bank or comparable agencyBank), has or would have the net effect of reducing the rate of return on such LenderBank's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreementits commitment to make, such Lender's Commitment or the making or maintaining of, any Loans made by such Lender pursuant hereto hereunder to a level below that which such Lender Bank (or any such Lender's holding company could corporation controlling such Bank) would have achieved but for such adoption, change or compliance (taking into consideration such LenderBank's policies and the policies of such Lender's holding company with respect to capital adequacyadequacy and any Capital Adequacy Rule in effect as of the date of this Agreement) by an amount deemed by such Lender Bank to be material, then from time to time the Borrower shall Company shall, subject to Section 2.09(d) hereof, pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such reduction as provided in Section 2.09(c) hereof; PROVIDED, HOWEVER, that to the extent (i) a Bank shall increase its level of capital above the level maintained by such Bank on [NYCorp;1203895.1] the date of thxx Xxxxement and there has not been a Capital Adequacy Change, or (ii) there has been a Capital Adequacy Change and a Bank shall increase its level of capital by an amount greater than the increase attributable (taking into consideration the same variables taken into consideration in determining the level of capital maintained by such Lender's holding company for Bank on the date of this Agreement) to such Capital Adequacy Change, the Company shall not be required to pay any amount or amounts under this Agreement with respect to any such reduction sufferedincrease in capital. Thus, for example, a Bank which is "adequately capitalized" (as such term or any similar term is used by any applicable bank regulatory agency having authority with respect to such Bank) may not require the Company to make payments in respect of increases in such Bank's level of capital made under the circumstances described in clause (i) or (ii) above which improve its capital position from "adequately capitalized" to "well capitalized" (as such term or any similar term is used by any applicable bank regulatory agency having authority with respect to such Bank).
(c) A certificate of the Lender each Bank setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender such Bank (or its holding company Participant pursuant to Section 10.06(b) hereof) as specified in paragraph (a) or (b) aboveof this Section 2.09, as the case may be, shall be delivered to the Borrower Company at the end of each Calendar Quarter during which such Bank is an Affected Bank and such amount or amounts may be reviewed upon the taking by the Borrower. Unless Company in respect of such Bank of one of the Borrower disagrees actions described in paragraph (e)(ii) or (e)(iv) of this Section 2.09 and shall, if submitted in good faith with the computation of the amount or amounts in such certificatefaith, the Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such be conclusive absent manifest error; PROVIDED that any certificate delivered by a Bank pursuant to this Sec tion 2.09(c) shall (i) in the Lendercase of a certificate in respect of amounts payable pursuant to paragraph (a) of this Section 2.09, set forth in reasonable detail the basis for and the calculation of such amounts, and (ii) in the case of a certificate in respect of amounts payable pursuant to paragraph (b) of this Section 2.09, (A) set forth at least the same amount of detail in respect of the calculation of such amount as such Bank provides in similar circumstances to other similarly situated borrowers from such Bank, and (B) include a statement by such Bank that it has allocated to its Revolving Credit Commitment or outstanding Loans a proportionately equal amount of any reduction of the rate of return on such Bank's capital due to a Capital Adequacy Rule as it has allocated to each of its other commitments to lend or to each of its other outstanding loans that are affected similarly by such Capital Adequacy Rule. The Company shall pay each Bank the amount shown as due on any such certificate. If certificate upon the Borrower, after receipt earlier of (i) the date on which the Company takes one of the actions in respect of any such certificate from Bank described in paragraph (e)(ii) or (e)(iv) of this Section 2.09 and (ii) 30 days after receipt by the LenderCompany of such certificate.
(d) Subject to the following provisions of this Section 2.09(d), disagrees with the Lender failure on the computation part of the amount or any Bank to demand compensation for any amounts owed to the Lender payable pursuant to paragraph para graphs (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrower.
(d) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital this Section 2.09 with respect to any period Interest Period shall not constitute a waiver of such LenderBank's right rights to demand compensation for any such amounts with respect to any other periodInterest Period. In the case of any Increased Cost Change which is given retroactive effect to a date prior to the adoption thereof, a [NYCorp;1203895.1] Bank shall be entitled to seek compensation in respect thereof pursuant to para graph (a) of this Section 2.09 for the period commencing on such retroactive effective date and ending on the date on which the Company takes one of the actions in respect of such Bank described in paragraph (e)(ii) or (e)(iv) of this Section 2.09; provided PROVIDED, HOWEVER, that (i) if such Bank shall fail to notify the Company within 30 days after the date of official promulgation of such Increased Cost Change that it will demand such compensation, the period for which such Bank shall be entitled to seek compensation in respect thereof shall commence on the date which is 30 days prior to such Bank's notice that it will demand compensation, and (ii) if any Lender fails Increased Cost Change is given retroactive effect to make a date which is more than three months prior to the date of adoption thereof, the Company's liability to pay compensation to such demand within 45 days after it obtains knowledge Bank in respect thereof for any period prior to the date which is three months prior to the adoption thereof shall, subject to the foregoing clause (i) of this proviso, be equal to 50% of the event giving rise amount required to the demand compensate such Lender shall, Bank in respect of such Increased Cost Change with respect to amounts payable pursuant to this Section 2.12 resulting from such eventperiod. In the case of any Increased Cost Change which is given only prospective effect, only a Bank shall be entitled to payment under seek compensation in respect thereof pursuant to paragraph (a) of this Section 2.12 2.09 for the period commencing on the later of (A) the date on which such Increased Cost Change becomes effective and (B) the date 30 days prior to the notice by such Bank that it will demand such compensation, and ending on the date on which the Company takes one of the actions in respect of such Bank described in paragraph (e)(ii) or (e)(iv) of this Section 2.09. In the case of any Capital Adequacy Change, a Bank shall be entitled to seek compensation in respect thereof pursuant to paragraph (b) of this Section 2.09 only with respect to costs incurred or reduction in amounts or return reductions commencing on capital from the later of (A) the date on which such Capital Adequacy Rule becomes effective and after (B) the date 45 days prior to the notice by such Bank that it will demand such compensation, and ending on the date that on which the Company takes one of the actions in respect of such Lender does make such demand. The protection Bank described in paragraph (e)(ii) or (e)(iv) of this Section 2.09.
(e) In the event that any Affected Bank shall be available have given notice that it is entitled to each Lender regardless of claim compensation pursuant to this Section 2.09, the Company may exercise any possible contention one or more of the invalidity following options:
(i) If any such claim for compensation relates to Loans then being requested by the Company pursuant to a notice of Borrowing as provided in this Article II (or, in the case of claims for compensation pursuant to paragraph (g) of this Section 2.09, any such claim relates to Loans outstanding during the Interest Period most recently ended and the Company has requested Eurodollar Loans pursuant to such a notice of Borrowing), the Company may, not later than 12:00 noon, New York City time, on the day which is three (3) Business Days prior to the date on which the requested Loans were to have been made, in the case of Eurodollar Loans, or inapplicability two (2) Business Days prior to the date on which the requested Loans were to have been made, in the case of Certificate of Deposit Loans, or not later than 9:00 a.m., New York City time, on the lawdate on which the requested Loans were to have been made, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.in the case of Term Federal Funds [NYCorp;1203895.1]
Appears in 1 contract
Samples: Five Year Credit Agreement (Occidental Petroleum Corp /De/)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result in the impositionimpose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender, Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall result in the imposition impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration of any of the foregoing thereof by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement, such Lender's Commitment 42 37 Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered.
(c) A certificate of a Lender or the Lender Issuing Bank, setting forth such in reasonable detail the reason therefor, the amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate such Lender or the Lender Issuing Bank or its holding company company, as applicable, as specified in paragraph (a) or (b) above, as and the case may becalculation thereof, shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to such Lender or the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, Issuing Bank the amount shown as due on any such certificate. If the Borrower, certificate delivered by it within 10 days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days period prior to the date that is six months prior to such request if such Lender does make or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such demandincreased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six-month period. The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition which that shall have occurred or been imposed.
Appears in 1 contract
Samples: Credit Agreement (Fairchild Semiconductor International Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender, or shall result in the imposition on such any Lender or the London interbank market of any other condition affecting this Agreement, such Lender's Commitment or any Eurodollar Eurocurrency Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Eurocurrency Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction sufferedwill be paid by the Borrowers to such Lender as provided in paragraph (c) of this Section.
(b) If any Lender shall have determined that the applicability adoption of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," ", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authorityGovernmental 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) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, such Lender's Commitment or the Loans made issued by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or for such reduction will be paid by the Borrowers to such Lender's holding company for any such reduction suffered.
(c) A certificate of the any Lender setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the such Lender or its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower Company and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the Borrower The Borrowers shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, Lender the amount shown as due on any such certificate. If the Borrower, certificate delivered by it within 10 days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to such period or any other period; provided provided, however, that if any no Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only shall be entitled to payment compensation under this Section 2.12 for such any costs incurred or reduction in amounts reductions suffered with respect to any date unless it shall have notified the Company that it will demand compensation for such costs or return on capital from and reductions under paragraph (c) above not more than 90 days after the later of (i) such date 45 days prior to and (ii) the date that on which it shall have become aware of such Lender does make such demandcosts or reductions. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 1 contract
Samples: 364 Day Revolving Credit Facility Agreement (Itt Industries Inc)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement the adoption of, or any change in in, applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result in the impositionimpose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender, Lender or shall result in the imposition impose on such Lender or the London interbank market any other condition affecting this AgreementAgreement or Eurodollar Loans, such Lender's Commitment Fixed Rate Loans, Letters of Credit or any Eurodollar Loan Applications made by such Lender (including, without limitation, any taxes (other than (i) Taxes or Other Taxes which are otherwise covered by the payment of additional amounts or the indemnity set forth in Section 2.21(a) or (c), respectively and (ii) any change in the rate of taxes imposed on, or measured by, the net income of the Lender) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto), and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or Fixed Rate Loan, or issuing or participating in any Letter of Credit or Application, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(b) If any Lender shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation regulation, agreement or guideline regarding capital adequacyadequacy or liquidity, or any change after the date hereof in any of the foregoing such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration of any of the foregoing thereof by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or any Lender's ’s holding company with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such authority, central bank or comparable agency, Governmental Authority has or would have the effect of reducing the rate of return on such Lender's ’s capital or on the capital of such Lender's ’s holding company, if any, as a consequence of this Agreement, such Lender's Commitment Agreement or the Loans made by such Lender pursuant hereto hereto, or under or in respect of any Letter of Credit, to a level below that which such Lender or such Lender's ’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's ’s policies and the policies of such Lender's ’s holding company with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's ’s holding company for any such reduction suffered.
(c) A certificate of the a Lender setting forth such the amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the such Lender or its holding company (including the calculation thereof) as specified in paragraph (a) or (b) above, as the case may be, above shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, Lender the amount shown as due on any such certificate. If the Borrower, certificate delivered by it within 10 days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure or delay on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's ’s right to demand compensation with respect to any other periodsuch compensation; provided that if any the Borrower shall not be required to compensate a Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such any increased costs incurred or reduction in amounts or return on capital from and after the date 45 days reductions suffered more than three months prior to the date that such Lender does make notifies the Borrower of the change giving rise to such demandincreased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the change giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof). The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition which that shall have occurred or been imposed. Notwithstanding any other provision of this Section, no Lender shall be entitled to demand compensation hereunder in respect of any Competitive Loan if it shall have been aware of the event or circumstance giving rise to such demand at the time it submitted the Competitive Bid pursuant to which such Loan was made.
(e) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented.
Appears in 1 contract
Samples: Five Year Competitive Advance and Revolving Credit Agreement (Raytheon Co/)
Reserve Requirements; Change in Circumstances. (a) If any Bank shall have determined that the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing or in the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or any Lending Office of such Bank) or any Bank's holding company with any request or directive promulgated after the date hereof regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's or on the capital of such Bank's holding company, if any, as a consequence of this Agreement or the Revolving Credit Loans made by such Bank to a level below that which such Bank or such Bank's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies and the policies of such Bank's holding company with respect to capital adequacy) by an amount deemed by such Bank in good faith to be material, then from time to time the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank or such Bank's holding company for any such reduction suffered.
(b) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation (either by way of changes in existing laws or regulations or the introductions of new laws or regulations) or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result change the basis of taxation of payments to any Bank of the principal of or interest on any LIBOR Borrowing made by such Bank, Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the impositionnet income of such Bank), modification or applicability of shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Bank, including without limitation any Lenderreserve requirement that may be applicable to "eurocurrency liabilities" under and as defined in Regulation D, or shall result in the imposition impose on such Lender Bank or the London interbank market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan LIBOR Borrowing made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan LIBOR Borrowing or to reduce the amount of any sum received or receivable by such Lender Bank hereunder or under the Notes (in respect of LIBOR Borrowing only), whether of principal, interest or otherwise) , by an amount deemed by -20- such Lender Bank in good faith to be material, then then, the Borrower will pay to such Lender upon demand Bank such additional amount or amounts as will compensate such Lender Bank for such additional costs incurred or reduction suffered.
(b) If any Lender shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing 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) or any Lender's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement, such Lender's Commitment or the Loans made by such Lender pursuant hereto to a level below that which such Lender or such Lender's holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered.
(c) A certificate of the Lender a Bank setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender such Bank or its holding company as specified in paragraph (a) or (b) above, as the case may be, and setting forth in reasonable detail the manner in which such amount or amounts shall have been determined shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, each Bank the amount shown as due on any such certificate. If the Borrower, certificate delivered by it within ten (10) days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lendersaid Bank's right to demand compensation with respect to such period or any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender any Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed, provided that if such Bank is compensated for such increased costs or reduction by any Governmental Authority or third party in the event such invalidity or inapplicability is finally determined, then such Bank shall return to Borrower the respective compensation paid by Borrower, up to the lesser of such amount as is received by such Bank or such amount as was paid by Borrower.
(e) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section shall survive Termination, provided that Borrower shall have no further obligation to the Banks under this Section unless a certificate setting forth the amount of such obligation shall have been delivered by the Banks pursuant to paragraph (c) above within ninety (90) calendar days after the Termination Date.
(f) Each Bank or the Administrative Agent on behalf of the Banks shall give notification to the Borrower of any event or prospective event which will give rise to the operation of paragraphs (a) or (b) of this Section, such notification to be sent within thirty (30) days of the date of the public promulgation of the effective date of any such law, rule, regulation, guidelines or change therein.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result change the basis of taxation of payments to any Bank of the principal of or interest on any Eurodollar Loan made by such Bank or any Fees or other amounts payable hereunder (other than changes in respect of taxes imposed on the impositionoverall net income of such Bank by the jurisdiction in which such Bank has its principal office or by any political subdivision or taxing authority therein), modification or applicability of shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lendersuch Bank, or shall result in the imposition impose on such Lender Bank or the London interbank market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Bank to be material, then the Borrower will pay to such Lender upon Bank within 30 days of demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(b) If any Lender Bank shall have determined that the applicability adoption after the date hereof of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacyadequacy or liquidity, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any governmental authorityGovernmental 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) or any Lender's Bank’s holding company with any request or directive regarding capital adequacy or liquidity (whether or not having the force focus of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's Bank’s capital or on the capital of such Lender's Bank’s holding company, if any, as a consequence of this Agreement, such Lender's Commitment Agreement or the Loans made by such Lender Bank pursuant hereto to a level below that which such Lender Bank or such Lender's Bank’s holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's Bank’s policies and the policies of such Lender's Bank’s holding company with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Lender Bank to be material, then from time to time the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or such Lender's Bank’s holding company for any such reduction suffered.
(c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in applicable law, regardless of the date enacted, adopted, issued or implemented.
(d) Notwithstanding any other provision of this Section 2.15, no Bank shall demand compensation for any increased cost or reduction referred to in paragraph (a), (b), or (c) above if it shall not at the time be the general policy or practice of such Bank to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any.
(e) A certificate of the Lender a Bank setting forth (i) such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender or its holding company such Bank as specified in paragraph (a) ), (b), or (bc) above, as the case may be, and (ii) in reasonable detail the basis of the calculation of such amount or amounts shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, each Bank the amount shown as due on any such certificatecertificate delivered by it within 30 days after the receipt of the same. If the Borrower, after receipt any Bank subsequently receives a refund of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and paid by the Borrower it shall negotiate in good faith remit such refund to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrower.
(df) Failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's Bank’s right to demand compensation with respect to any other period; provided that if any Lender Bank fails to make such demand within 45 90 days after it obtains knowledge of the event giving rise to the demand such Lender Bank shall, with respect to amounts payable pursuant to this Section 2.12 2.15 resulting from such event, only be entitled to payment under this Section 2.12 2.15 for such costs incurred or reduction in amounts or return on capital from and after the date 45 90 days prior to the date that such Lender Bank does make such demand. The protection of this Section shall be available to each Lender Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 1 contract
Samples: Senior Unsecured Term Loan Agreement (Scripps Networks Interactive, Inc.)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement there is adopted any new law, rule or regulation or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) which shall result in the impositionimpose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender, Bank (except any such reserve requirement which is reflected in the Eurodollar Rate) or shall result in the imposition impose on such Lender Bank or any Issuing Bank or the London interbank market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan Loans made by such LenderBank or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan or to increase the cost to such Bank or Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender Bank or Issuing Bank hereunder or under any Notes (whether of principal, interest or otherwise) by an amount deemed by such Lender Bank to be material, then the Borrower will pay to such Lender Bank or Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender Bank or Issuing Bank for such additional costs incurred or reduction suffered.
(b) If any Lender Bank or Issuing Bank shall have determined that the applicability of any law, rule, regulation regulation, agreement or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or the adoption after the date hereof of any change in any law, rule, regulation, agreement or guideline existing on the date hereof or in the interpretation or administration of any of the foregoing by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank or Issuing Bank (or any lending office of such Lenderthereof) or any LenderBank's or Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such LenderBank's or Issuing Bank's capital or on the capital of such LenderBank's or Issuing Bank's holding company, if any, as a consequence of with respect to this Agreement, such Lender's Commitment Agreement or the Loans made by such Lender pursuant hereto Bank or any Letter of Credit or participation therein to a level below that which such Lender Bank or Issuing Bank or such LenderBank's or Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such LenderBank's or Issuing Bank's policies and the policies of such LenderBank's or Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender Bank or Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender Bank or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender Bank or Issuing Bank or such LenderBank's or Issuing Bank's holding company for any such reduction suffered. It is acknowledged that this Agreement is being entered into by the Banks and the Issuing Banks on the understanding that the Banks and the Issuing Banks will not be required to maintain capital against their obligations to make Loans or issue Letters of Credit or purchase participations therein under currently applicable laws, regulations and regulatory guidelines. In the event Banks or the Issuing Banks shall be advised by any Governmental Authority or shall otherwise determine on the basis of pronouncements of any Governmental Authority that such understanding is incorrect, it is agreed that the Banks and the Issuing Banks will be entitled to make claims under this paragraph based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained.
(c) A certificate of the Lender a Bank or Issuing Bank setting forth in reasonable detail such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender such Bank or its Issuing Bank or such Bank's or Issuing Bank's holding company as specified in paragraph (a) or (b) above, as the case may be, and the manner in which such Bank or Issuing Bank has determined the same, shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to the LenderBank or Issuing Bank, within 10 Business Days after receipt by as the Borrower of such certificate delivered by the Lendercase may be, the amount shown as due on any such certificate. If the Borrower, certificate delivered by it within 10 days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure on the part of any Lender Bank or Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such LenderBank's or Issuing Bank's right to demand compensation with respect to such period or any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender Bank and Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 1 contract
Samples: Credit Agreement (Avista Corp)
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement there is adopted any new law, rule or regulation or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) which shall result in the impositionimpose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by such Bank (except any Lender, such reserve requirement which is reflected in the Eurodollar Rate) or shall result in the imposition impose on such Lender Bank or the London interbank market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan Loans made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender Bank hereunder (whether or under any Notes(whether of principal, interest or otherwise) in respect of Eurodollar Loans by an amount deemed by such Lender Bank to be material, then the Borrower will pay to such Lender Bank upon demand such additional amount or amounts as will compensate such Lender Bank for such additional costs incurred or reduction suffered.
(b) If any Lender Bank shall have determined that the applicability of any law, rule, regulation regulation, agreement or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or the adoption after the date hereof of any change in any law, rule, regulation, agreement or guideline existing on the date hereof or in the interpretation or administration of any of the foregoing 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) or any LenderBank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such LenderBank's capital or on the capital of such LenderBank's holding company, if any, as a consequence of this Agreement, such Lender's Commitment Agreement or the Loans made by such Lender Bank pursuant hereto to a level below that which such Lender Bank or such LenderBank's holding company could 38 149 have achieved but for such applicability, adoption, change or compliance (taking into consideration such LenderBank's policies and the policies of such LenderBank's holding company with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or such LenderBank's holding company for any such reduction suffered.
(c) A certificate of the Lender each Bank setting forth in reasonable detail such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender such Bank or its holding company as specified in paragraph (a) or (b) above, as the case may be, and the manner in which such Bank has determined the same, shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, each Bank the amount shown as due on any such certificate. If the Borrower, certificate delivered by it within 10 days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such LenderBank's right to demand compensation with respect to such period or any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days prior to the date that such Lender does make such demand. The protection of this Section shall be available to each Lender Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
Appears in 1 contract
Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement Closing Date any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result in the impositionimpose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender, Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Eurodollar Rate) or shall result in the imposition impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement, such Lender's Commitment Agreement or any Eurodollar Loan Loans made by such LenderLender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender upon or the Issuing Bank, as the case may be, within 10 days after demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Bank shall have determined that the applicability adoption after the Closing Date of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," or the adoption after the date hereof of any other lawregulation, rule, regulation agreement or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration of any of the foregoing thereof by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, Governmental Authority has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this Agreement, such Lender's Commitment Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered.
(c) A certificate of a Lender or the Lender Issuing Bank, setting forth such in reasonable detail the reason therefor, the amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate such Lender or the Lender Issuing Bank or its holding company company, as applicable, as specified in paragraph (a) or (b) above, as and the case may becalculation thereof, shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to such Lender or the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, Issuing Bank the amount shown as due on any such certificate. If the Borrower, certificate delivered by it within 10 days after its receipt of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and the Borrower shall negotiate in good faith to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrowersame.
(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand compensation such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any other period; provided that if any Lender fails to make such demand within 45 days after it obtains knowledge of the event giving rise to the demand such Lender shall, with respect to amounts payable pursuant to this Section 2.12 resulting from such event, only be entitled to payment under this Section 2.12 for such costs incurred or reduction in amounts or return on capital from and after the date 45 days period prior to the date that is 270 days prior to such request if such Lender does make or the Issuing Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such demand. The protection increased costs or reductions and of this Section the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided, further, that the foregoing limitation shall be available not apply to each Lender regardless any increased costs or reductions arising out of the retroactive application of any possible contention of the invalidity or inapplicability of the law, regulation, rule, regulation, guideline or other change or condition which directive as aforesaid within such six-month period. Each Lender's determination and calculation of amounts due it under this Section 2.14 shall have occurred or been imposedbe binding on all parties hereto absent manifest error.
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Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender, or shall result in the imposition on such Lender or the London interbank market any other condition affecting this Agreement, such Lender's Commitment or any Eurodollar Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Bank shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made.
(b) If any Lender Bank shall have determined that the applicability of any law, rule, regulation or guideline adopted after the date hereof pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards," ", or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing 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) or any LenderBank's holding company with any request or directive regarding capital adequacy (whether or not having the force focus of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such LenderBank's capital or on the capital of such LenderBank's holding company, if any, as a consequence of this Agreement, such Lender's Commitment Agreement or the Loans made by such Lender Bank pursuant hereto to a level below that which such Lender Bank or such LenderBank's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such LenderBank's policies and the policies of such LenderBank's holding company with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time the Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank or such LenderBank's holding company for any such reduction suffered. It is acknowledged that the Facility Fee provided for in this Agreement has been determined on the understanding that the Banks will not be required to maintain capital against their Commitments under currently applicable law, rules, regulations and regulatory guidelines. In the event the Banks shall be advised by bank regulatory authorities responsible for interpreting or administering such applicable laws, rules, regulations and guidelines or shall otherwise determine, on the basis of applicable laws, rules, regulations, guidelines or other requests or statements (whether or not having the force of law) of such bank regulatory authorities, that such understanding is incorrect, it is agreed that the Banks will be entitled to make claims under this paragraph based upon prevailing market requirements for commitments under 31 27 comparable credit facilities against which capital is required to be maintained.
(c) A certificate of the Lender a Bank setting forth such amount or amounts (including computation of such amount or amounts) as shall be necessary to compensate the Lender or its holding company such Bank as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower and such amount or amounts may shall be reviewed by the Borrowerconclusive absent manifest error. Unless the Borrower disagrees in good faith with the computation of the amount or amounts in such certificate, the The Borrower shall pay to the Lender, within 10 Business Days after receipt by the Borrower of such certificate delivered by the Lender, each Bank the amount shown as due on any such certificatecertificate delivered by it within 30 days after the receipt of the same. If the Borrower, after receipt any Bank subsequently receives a refund of any such certificate from the Lender, disagrees with the Lender on the computation of the amount or amounts owed to the Lender pursuant to paragraph (a) or (b) above, the Lender and paid by the Borrower it shall negotiate in good faith remit such refund to promptly resolve such disagreement. In either case, however, the Lender shall have a duty to mitigate the damages that may arise as a consequence of paragraph (a) or (b) above to the extent that such mitigation will not, in the judgment of the Lender, entail any cost or disadvantage to the Lender that the Lender is not reimbursed or compensated for by the Borrower.
(d) Failure on the part of any Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such LenderBank's right to demand compensation with respect to any other period; provided that if any Lender Bank fails to make such demand within 45 90 days after it obtains knowledge of the event giving rise to the demand such Lender Bank shall, with respect to amounts payable pursuant to this Section 2.12 2.13 resulting from such event, only be entitled to payment under this Section 2.12 2.13 for such costs incurred or reduction in amounts or return on capital from and after the date 45 90 days prior to the date that such Lender Bank does make such demand. The protection of this Section shall be available to each Lender Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
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Samples: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Scripps E W Co /De)
