Neighborhood banks serve businesses and consumers all through the country. Excluded Taxes shall imply (1) taxes imposed on or measured by the general net earnings or gross receipts of the Agent or a Lender, franchise taxes, or any related taxes assessed pursuant to the legal guidelines of the jurisdiction by which the Agent or such Lender is organized, the jurisdiction during which such Agents or Lenders Lending Office or principal executive workplace is positioned or any jurisdiction wherein the Agent or such Lender is engaged in a commerce or enterprise or, in each case, any subdivision thereof or therein and (2) any Taxes imposed on any withholdable cost payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements as set forth in FATCA (or any amended or successor version of FATCA that is substantively comparable).
If the sum of excellent Revolving Loans and the aggregate amount of Pending Revolving Loans, along with all outstanding indebtedness owing by Borrowers under all outstanding Letters of Credit, exceeds the Availability, Lenders might refuse to make or in any other case limit the making of Revolving Loans as Lenders decide till such excess has been eradicated, subject to the Agents authority, in its sole discretion, to make Agent Advances pursuant to the terms of subparagraph 2.2(i).
(a) If any Lender determines that, as a result of either (i) the introduction of or any Change in Regulation after the Closing Date or (ii) the compliance by such Lender with any guideline or request from any central bank or different Governmental Authority (whether or not having the drive of law) after the Closing Date, there shall be any increase in the associated fee to such Lender of agreeing to make or making, funding or sustaining any LIBOR Revolving Loans, then Borrowers shall be chargeable for, and shall every now and then, upon demand (with a duplicate of such demand to be despatched to the Agent), pay to Agent for the account of such Lender, further quantities as are enough to compensate such Lender for elevated costs.
Enterprise Day shall imply (a) any day that’s not a Saturday, Sunday, or a day on which banks in Charlotte, North Carolina or New York, New York, are required or permitted to be closed, and (b) with respect to all notices, determinations, fundings and payments in connection with LIBOR Revolving Loans, any day that could be a Enterprise Day pursuant to clause (a) above and that is additionally a day on which buying and selling is carried on by and between banks within the London interbank market.
Subordinated Debt shall imply all Debt of Debtors, incurred both previous to and after the Closing Date, which always throughout the term of this Settlement is (a) subordinated to Debtors Obligations hereunder pursuant to a written subordination settlement or in subordination provisions in the documents governing such Debt, the terms of which are passable to Required Lenders in their Permitted Discretion as of the date of such subordination agreement or as of the date such documents governing such Debt are entered into; or (b) subordinated, in a manner moderately passable to Required Lenders as of the date such Debt is incurred, to Borrowers Obligations hereunder.