Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or (d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is (i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, or (ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the Loans, or (iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 3 contracts
Sources: Revolving Credit and Term Loan Agreement (Trailer Bridge Inc), Revolving Credit Agreement (New England Business Service Inc), Revolving Credit Agreement (National Auto Finance Co Inc)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Commitment or the Loans or deposits obtained to fund Loans or Letters of Credit (other than taxes based upon or measured by the net profit or income or profits of such Bank or the Agent), ; or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any the Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, ; or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy adequacy, or reserve or other similar requirements requirement (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, ; or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Letters of Credit, the Loans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Loans Loans, the Letters of Credit, or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's CommitmentCommitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon written demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such the Bank or the Agent for such additional cost, reduction, payment or foregone interest interest, Reimbursement Obligation or other sum.
Appears in 3 contracts
Sources: Credit Agreement (HPSC Inc), Revolving Credit Agreement (HPSC Inc), Credit Agreement (HPSC Inc)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon will within fifteen (15) days after demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent.
Appears in 3 contracts
Sources: Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust), Unsecured Revolving Loan Agreement (Ramco Gershenson Properties Trust), Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust)
Additional Costs, Etc. If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Agent by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), shall:
(a) subject any Bank Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Lender’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans Loans by, or commitments of an office of any BankLender, or
(d) impose on any Bank or the Agent Lender any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's the Commitment, or any class of loans Loans or commitments of which any of the Loans or such Bank's the Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Lender’s Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank Lender or the Agent hereunder on account of such Bank's Commitment the Commitments or any of the Loans, or
(iii) to require such Bank Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Agent Agent, to the extent permitted by law, such additional amounts as will be sufficient to compensate such Bank Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 3 contracts
Sources: Unsecured Revolving Credit Agreement (Amerivest Properties Inc), Revolving Credit Agreement (Amerivest Properties Inc), Unsecured Revolving Credit Agreement (Amerivest Properties Inc)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment ’s Commitment, or the Loans (other than taxes based upon or measured by the income or profits or gross receipts of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's ’s Commitment, or any class of loans or commitments of which any of the Loans or such Bank's ’s Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's ’s Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's ’s Commitment or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon will within fifteen (15) days after demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent. For purposes of §4.9 and §4.10, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, publications, orders, guidelines and directives thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to have been adopted and gone into effect after the date hereof regardless of when adopted, enacted or issued.
Appears in 3 contracts
Sources: Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust), Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust), Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit from, or commitments of an office any Bank beyond those in effect as of any Bankthe date hereof, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or Letters of Credit or such Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the LoansLoans or Letters of Credit, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon within fifteen (15) days of demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Meridian Industrial Trust Inc), Revolving Credit Agreement (Meridian Industrial Trust Inc), Revolving Credit Agreement (Meridian Industrial Trust Inc)
Additional Costs, Etc. If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall:
(a) subject any such Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank imposed by the jurisdiction of its incorporation or organization, or the Agentlocation of its lending office), ; or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to any such Bank of the principal or of or the interest on any Loans or any other amounts payable to any such Bank or the Agent under this Credit Agreement or the other Loan Documents, ; or
(c) except as provided in Section 5.6 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the Competitive Bid Rate, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any Bank with respect to this Agreement, the other Loan Documents, such Bank, 's Commitment or the Loans; or
(d) impose on any such Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, Commitment or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to any such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, orCommitment or issuing or participating in Letters of Credit;
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment Commitment, the Loans or any of the Loans, Reimbursement Obligations; or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor therefore may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to such Bank or the Agent such reasonable additional amounts as will be sufficient to compensate such Bank or the Agent for such additional costcosts, reduction, payment or foregone interest or other sum.
Appears in 3 contracts
Sources: Quarterly Report, Quarterly Report, Revolving Credit Agreement (Waste Management Inc)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's ’s Commitment or the Loans (other than taxes based upon or measured by the income or profits or gross receipts of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's ’s Commitment, or any class of loans or commitments of which any of the Loans or such Bank's ’s Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's ’s Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's ’s Commitment or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon will within fifteen (15) days after demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Ramco Gershenson Properties Trust), Bridge Loan Agreement (Ramco Gershenson Properties Trust), Revolving Credit Agreement (Ramco Gershenson Properties Trust)
Additional Costs, Etc. If any change from and after the date hereof in any present or future applicable law, law which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Lender’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans Loans by, or commitments of an office of any BankLender, or
(d) impose on any Bank or the Agent Lender any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's the Commitment, or any class of loans Loans or commitments of which any of the Loans or such Bank's the Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Lender’s Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank Lender or the Agent hereunder on account of such Bank's Commitment the Commitments or any of the Loans, or
(iii) to require such Bank Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Agent Agent, to the extent permitted by law, such additional amounts as will be sufficient to compensate such Bank Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 3 contracts
Sources: Revolving Credit and Guaranty Agreement (Sl Green Realty Corp), Revolving Secured Credit and Guaranty Agreement (Sl Green Realty Corp), Revolving Secured Credit and Guaranty Agreement (Sl Green Realty Corp)
Additional Costs, Etc. If after the Closing Date any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any the Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any the Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Loan Agreement, the other Loan Documents, such Bank's the Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the AgentBank), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any the Bank of the principal of or the interest on any Loans or any other amounts payable to any the Bank or the Agent under this Credit Loan Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Loan Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any the Bank, or
(d) impose on any the Bank or the Agent any other conditions or requirements with respect to this Credit Loan Agreement, the other Loan Documents, the Loans, such Bank's the Commitment, or any class of loans or commitments of which any of the Loans or such Bank's the Commitment forms a part, and the result of any of the foregoing event described in clause (a), (b), (c) or (d) is
(i) to increase the cost to any the Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's the Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such the Bank or the Agent hereunder on account of such Bank's the Commitment or any of the Loans, or
(iii) to require such the Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such the Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such the Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such the Bank or the Agent such additional amounts as will be sufficient to compensate such the Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 2 contracts
Sources: Revolving Loan Agreement (Scientific Learning Corp), Revolving Loan Agreement (Scientific Learning Corp)
Additional Costs, Etc. If any change from and after the date hereof in any present or future applicable law, law which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such BankLender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans Loans by, or commitments of an office of any BankLender, or
(d) impose on any Bank or the Agent Lender any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's the Commitment, or any class of loans Loans or commitments of which any of the Loans or such Bank's the Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such BankLender's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank Lender or the Agent hereunder on account of such Bank's Commitment the Commitments or any of the Loans, or
(iii) to require such Bank Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Agent Agent, to the extent permitted by law, such additional amounts as will be sufficient to compensate such Bank Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 2 contracts
Sources: Revolving Credit and Guaranty Agreement (Sl Green Realty Corp), Revolving Secured Credit and Guaranty Agreement (Sl Green Realty Corp)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but if not having the force of law, then generally applied by the Banks with respect to similar loans), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Bank or the AgentBank), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to the Agent or any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Revolving Credit Loans, such Bank's Commitment, or any class of loans or commitments of which any of the Revolving Credit Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any such Bank of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the Revolving Credit Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will such Bank shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum, provided that such Bank is generally imposing similar charges on its other similarly situated borrowers.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Grove Property Trust), Revolving Credit Agreement (Grove Real Estate Asset Trust)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Lender’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender(except (A) any reserve requirement reflected in the Eurocurrency Rate and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below), or
(d) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurocurrency Rate Loans, or
(e) impose on any Bank Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Lender’s Commitment, or any class of loans loans, letters of credit or commitments of which any of the Loans or such Bank's Lender’s Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's CommitmentLender’s Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank Lender or the Administrative Agent hereunder on account of such Bank's Commitment Lender’s Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Bank Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Administrative Agent from either of the Borrower Borrowers hereunder, then, and in each such case, the Borrower BGI will, upon and, solely in the case of amounts arising from the ▇▇▇▇▇▇ Switzerland Loans, ▇▇▇▇▇▇ Switzerland will, within 30 days of demand made by such Bank Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Barnes Group Inc), Senior Unsecured Revolving Credit Agreement (Barnes Group Inc)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment ’s Commitment, the Loans or the Loans Letters of Credit (other than taxes based upon or measured by the income or profits or gross receipts of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, the Letters of Credit, such Bank's ’s Commitment, or any class of loans or commitments of which any of the Loans or such Bank's ’s Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans Loans, the Letters of Credit or such Bank's ’s Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's ’s Commitment or any of the LoansLoans or the Letters of Credit, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon will within fifteen (15) days after demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent.
Appears in 2 contracts
Sources: Secured Master Loan Agreement (Ramco Gershenson Properties Trust), Secured Master Loan Agreement (Ramco Gershenson Properties Trust)
Additional Costs, Etc. If any future applicable, or any change in the application or interpretation of any present or future applicable lawapplicable, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority Government Mandate (whether or not having the force of law), shall:
(a) subject any Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction deduction, or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment ’s Commitment, or the Loans (other than taxes based upon or measured Indemnified Taxes and Other Taxes covered by the income or profits of such Bank or the AgentSection 4.11 and Excluded Taxes), or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsExcluded Taxes) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase impose, increase, or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, compulsory loan, insurance charge, assessment, liquidity, capital adequacy adequacy, or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Administrative Agent any other conditions conditions, cost or expense or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's ’s Commitment, or any class of loans or commitments of which any of the Loans or such Bank's ’s Commitment forms a part, and the result of any of the foregoing is:
(i) to increase by an amount deemed by such Bank to be material with respect to the cost to any Bank of making, continuing, converting to, funding, issuing, renewing, extending extending, or maintaining any of the Loans or such Bank's ’s Commitment, or
(ii) to reduce reduce, by an amount deemed by such Bank or the Administrative Agent, as the case may be, to be material, the amount of principal, interest interest, or other amount payable to such Bank or the Administrative Agent hereunder on account of such Bank's Commitment ’s Commitment, or any of the Loans, or
(iii) to require such Bank or the Administrative Agent to make any payment that, but for such conditions or to requirements described in clauses (a) through (d), would not be payable hereunder, or forego any interest or other sum that, but for such conditions or requirements described in clauses (a) through (d), would be payable to such Bank or the Administrative Agent hereunder, in any case the amount of which payment or foregone interest or other sum is deemed by such Bank or the Administrative Agent, as the case may be, to be material and is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or (as the case may be) the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Bank or (as the case may be) the Administrative Agent at any time and from time to time (such demand to be made in any case not later than the first to occur of (I) the date one year after such event described in clause (i), (ii), or (iii) giving rise to such demand, and (II) the date ninety (90) days after both the payment in full of all Outstanding Loans, and the termination of the Commitments) and as often as the occasion therefor may arise, pay to such Bank or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank or the Administrative Agent for such additional cost, reduction, payment or payment, foregone interest or other sum. Subject to the terms specified above in this Section 4.6, the obligations of the Borrowers under this Section 4.6 shall survive repayment of the Loans and termination of the Commitments. For the avoidance of doubt, this Section 4.6 shall apply to all requests, rules, guidelines or directives issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) of the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Alliancebernstein L.P.), Revolving Credit Agreement (Alliancebernstein Holding L.P.)
Additional Costs, Etc. If any present or future applicable law or any change in any present law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) : subject any Lender, the Agents, the Acceptance Bank or the Agent Issuing Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Credit Instrument, such BankLender's Commitment Commitment, Loans or the Loans Credit Instrument Participations (other than taxes based upon or measured by the income or profits of such Lender, the Administrative Agent, the Acceptance Bank or the AgentIssuing Bank), or
(b) or materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or Credit Instrument Participation or any other amounts payable to any Lender, the Agents, the Acceptance Bank or the Agent Issuing Bank under this Credit Agreement or any of the other Loan Documents, or
(c) or impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, the Acceptance Bank or the Issuing Bank, or
(d) or impose on any Lender, the Agents, the Acceptance Bank or the Agent Issuing Bank any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Credit Instrument, the Loans, such BankLender's CommitmentCommitment or Credit Instrument Participations, or any class of loans loans, letters of credit, bankers' acceptances or commitments of which any of the Loans or such BankLender's Commitment or Credit Instrument Participation forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Acceptance Bank or the Issuing Bank or any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such BankLender's Commitment, any Credit Instrument or any Credit Instrument Participation, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Lender, the Agents, the Acceptance Bank or the Agent Issuing Bank hereunder on account of such BankLender's Commitment or Commitment, any Credit Instrument, any of the LoansLoans or any Credit Instrument Participation, or
(iii) to require such Lender, the Agents, the Acceptance Bank or the Agent Issuing Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender, the Agents, the Acceptance Bank or the Agent Issuing Bank from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Lender, the Agents, the Acceptance Bank or the Issuing Bank (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender, the Agents, the Acceptance Bank or the Agent Issuing Bank such additional amounts as will be sufficient to compensate such Lender, the Agent, the Acceptance Bank or the Agent Issuing Bank for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum.
Appears in 2 contracts
Sources: Credit Agreement (Baker J Inc), Credit Agreement (Baker J Inc)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Loans Loan (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans Advances or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the LoansAdvances, such Bank's Commitment, or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans Advances or such Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the LoansAdvances, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon within fifteen (15) days of demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent.
Appears in 2 contracts
Sources: Construction Loan Agreement (Walden Residential Properties Inc), Construction Loan Agreement (Walden Residential Properties Inc)
Additional Costs, Etc. If any present or future applicable lawChange in Law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Term Loans or any other amounts payable to any Bank Lender or the Administrative Agent under this Credit Loan Agreement or any of the other Loan Documents, or
(cb) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Loan Agreement) any special deposit, reservereserve (other than reserves included within the definition of Eurocurrency Reserve Rate), assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender, or
(dc) impose on any Bank Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Loan Agreement, the other Loan Documents, the Term Loans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Term Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's CommitmentTerm Loans, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank Lender or the Administrative Agent hereunder on account of such Bank's Commitment or any of the LoansLender’s Term Loan, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunderthen, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable extent that such cost or deemed received expense related to the items mentioned under §5.6 above is imposed by such Bank Lender on all loans of similar terms and conditions as this Loan Agreement and is not otherwise reflected in the Base Rate or the Agent from the Borrower hereunderEurodollar Rate (as then applicable), thensuch Lender shall confirm in writing that such cost or expense is applied to all loans of similar terms and conditions as this Loan Agreement, and in each such case, the Borrower willshall promptly pay, upon written notice from and demand made by such Bank or Lender (with a copy of such notice and demand to the Administrative Agent) or, as the case may be) , by the Administrative Agent, on the Borrower, to the Administrative Agent at any time and from time to time and as often for the account of such Lender or, as the occasion therefor case may arisebe, pay to for the account of the Administrative Agent, within five (5) Business Days after the date of such Bank or the Agent notice and demand, such additional amount or amounts as will be sufficient to compensate such Bank or Lender or, as the case may be, the Administrative Agent for such additional cost, reduction, payment costs incurred or foregone interest or other sumreduction suffered.
Appears in 2 contracts
Sources: Term Loan Agreement (CAI International, Inc.), Term Loan Agreement (CAI International, Inc.)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment (including the Swing Loan Commitment) or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit from, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment (including the Swing Loan Commitment), or any class of loans or commitments of which any of the Loans or such Bank's Commitment (including the Swing Loan Commitment) forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment (including the Swing Loan Commitment), or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment (including the Swing Loan Commitment) or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon within fifteen (15) days of demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Walden Residential Properties Inc), Revolving Credit Agreement (Walden Residential Properties Inc)
Additional Costs, Etc. If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Agent by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), shall:
(a) subject any Bank Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such BankLender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans Loans by, or commitments of an office of any BankLender, or
(d) impose on any Bank or the Agent Lender any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's the Commitment, or any class of loans Loans or commitments of which any of the Loans or such Bank's the Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such BankLender's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank Lender or the Agent hereunder on account of such Bank's Commitment the Commitments or any of the Loans, or
(iii) to require such Bank Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Agent Agent, to the extent permitted by law, such additional amounts as will be sufficient to compensate such Bank Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 2 contracts
Sources: Term Loan Agreement (Amerivest Properties Inc), Revolving Credit Agreement (Amerivest Properties Inc)
Additional Costs, Etc. If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall:
(a) subject any such Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank imposed by the jurisdiction of its incorporation or organization, or the Agentlocation of its lending office), ; or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to any such Bank of the principal or of or the interest on any Loans or any other amounts payable to any such Bank or the Agent under this Credit Agreement or the other Loan Documents, ; or
(c) except as provided in Section 5.6 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the applicable rate for Competitive Bid Loans, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any Bank with respect to this Agreement, the other Loan Documents, such Bank, 's Commitment or the Loans; or
(d) impose on any such Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, Commitment or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to any such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, orCommitment or issuing or participating in Letters of Credit;
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment Commitment, the Loans or any of the Loans, Reimbursement Obligations; or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor therefore may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to such Bank or the Agent such reasonable additional amounts as will be sufficient to compensate such Bank or the Agent for such additional costcosts, reduction, payment or foregone interest or other sum.
Appears in 2 contracts
Sources: Quarterly Report, Revolving Credit Agreement (Waste Management Inc)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)law)(including, without limitation, regardless of the date enacted, adopted or issued: (x) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III) shall:
(a) subject any Bank Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such BankLender's Commitment Commitments or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Bank or the Agent Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any BankLender, or
(d) impose on any Bank Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such BankLender's CommitmentCommitments, or any class of loans loans, or commitments of which any of the Loans or such BankLender's Commitment forms Commitments form a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such BankLender's CommitmentCommitments, or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank Lender or the Administrative Agent hereunder on account of such BankLender's Commitment Commitments or any of the Loans, or
(iii) to require such Bank Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon within thirty (30) days of demand made by such Bank Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent Lender such additional amounts as will such Lender shall determine in good faith to be sufficient to compensate such Bank or the Agent Lender for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, provided that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Sovran Self Storage Inc), Revolving Credit and Term Loan Agreement (Sovran Self Storage Inc)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any the Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(ai) subject any Subject the Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's the Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the AgentBank), ; or
(bii) materially Materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any the Bank of the principal of or the interest on any Loans or any other amounts payable to any the Bank or the Agent under this Credit Agreement or the other Loan Documents, ; or
(ciii) impose Impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any the Bank, ; or
(div) impose Impose on any the Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's the Commitment, or any class of loans or commitments of which any of the Loans or such Bank's the Commitment forms a part, ; and the result of any of the foregoing is:
(iA) to increase the cost to any the Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's the Commitment, ; or
(iiB) to reduce the amount of principal, interest or other amount payable to such the Bank or the Agent hereunder on account of such Bank's the Commitment or any of the Loans, ; or
(iiiC) to require such the Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such the Bank or the Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such the Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such the Bank or the Agent such additional amounts as will be sufficient to compensate such the Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. The Bank shall use reasonable efforts to provide the Borrowers with prompt notice of any such additional amounts which are or will become due hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Eltrax Systems Inc), Revolving Credit Agreement (Eltrax Systems Inc)
Additional Costs, Etc. If any change to any present law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Revolving Credit Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Commitment, Revolving Credit Commitment or any class of loans loans, letters of credit or commitments of which any of the Loans or such Bank's Revolving Credit Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or Loans, such Bank's Revolving Credit Commitment, or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment Revolving Credit Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. The Borrower may take the actions permitted by Section 6.12 to replace any Bank requiring the Borrower to pay additional costs incurred under this Section 6.7.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Restaurant Co), Revolving Credit Agreement (Perkins Finance Corp)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or Agent) which could also affect other similar agreements, loans, letters of credit or commitments of such Bank or Agent, as the Agent)case may be, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Loans Loans, the Letters of Credit or such Bank's Commitment forms a part, which could also affect other similar agreements, loans, letters of credit or commitments of such Bank or Agent, as the case may be, and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's CommitmentCommitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower or the Canadian Borrower hereunder, then, and in each such case, the Borrower willor the Canadian Borrower, as applicable, will (to the extent lawful), upon demand made by such Bank or (as the case may be) the such Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the applicable Agent such additional amounts as will be sufficient to compensate such Bank or the such Agent for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Allied Holdings Inc), Revolving Credit Agreement (Allied Holdings Inc)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but if not having the force of law, then generally applied by the Banks or the Agent with respect to similar loans), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's ’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to the Agent or any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's ’s Commitment, or any class of loans loans, letters of credit or commitments of which any of the Loans or such Bank's ’s Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment’s Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment ’s Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made within thirty (30) days after notice by the Agent or such Bank or (as the case may be) such notice to be given promptly by the Agent or such Bank upon the making of any such determination), at any time and from time to time and as often as the occasion therefor may arise, but subject to the limitations set forth in §5.7, pay to such Bank or the Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum, provided that such Bank or the Agent is generally imposing similar charges on its other similarly situated borrowers.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Boston Properties Inc), Revolving Credit Agreement (Boston Properties Inc)
Additional Costs, Etc. If any future applicable, or any change in the application or interpretation of any present or future applicable lawapplicable, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority Government Mandate (whether or not having the force of law), shall:
(a) subject any Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction deduction, or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment ’s Commitment, or the Loans (other than taxes based upon or measured Indemnified Taxes and Other Taxes covered by the income or profits of such Bank or the AgentSection 4.11 and Excluded Taxes), or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsExcluded Taxes) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase impose, increase, or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, compulsory loan, insurance charge, assessment, liquidity, capital adequacy adequacy, or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Administrative Agent any other conditions conditions, cost or expense or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's ’s Commitment, or any class of loans or commitments of which any of the Loans or such Bank's ’s Commitment forms a part, and the result of any of the foregoing is:
(i) to increase by an amount deemed by such Bank to be material with respect to the cost to any Bank of making, continuing, converting to, funding, issuing, renewing, extending extending, or maintaining any of the Loans or such Bank's ’s Commitment, or
(ii) to reduce reduce, by an amount deemed by such Bank or the Administrative Agent, as the case may be, to be material, the amount of principal, interest interest, or other amount payable to such Bank or the Administrative Agent hereunder on account of such Bank's Commitment ’s Commitment, or any of the Loans, or
(iii) to require such Bank or the Administrative Agent to make any payment that, but for such conditions or to requirements described in clauses (a) through (d), would not be payable hereunder, or forego any interest or other sum that, but for such conditions or requirements described in clauses (a) through (d), would be payable to such Bank or the Administrative Agent hereunder, in any case the amount of which payment or foregone interest or other sum is deemed by such Bank or the Administrative Agent, as the case may be, to be material and is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or (as the case may be) the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Bank or (as the case may be) the Administrative Agent at any time and from time to time (such demand to be made in any case not later than the first to occur of (I) the date one year after such event described in clause (i), (ii), or (iii) giving rise to such demand, and (II) the date ninety (90) days after both the payment in full of all Outstanding Loans, and the termination of the Commitments) and as often as the occasion therefor may arise, pay to such Bank or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank or the Administrative Agent for such additional cost, reduction, payment or payment, foregone interest or other sum. Subject to the terms specified above in this Section 4.6, the obligations of the Borrowers under this Section 4.6 shall survive repayment of the Loans and termination of the Commitments.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Alliancebernstein Holding L.P.), Revolving Credit Agreement (Alliancebernstein L.P.)
Additional Costs, Etc. If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall:
(a) subject any such Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's ’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank imposed by the jurisdiction of its incorporation or organization, or the Agentlocation of its lending office), ; or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to any such Bank of the principal or of or the interest on any Loans or any other amounts payable to any such Bank or the Agent under this Credit Agreement or the other Loan Documents, ; or
(c) except as provided in §5.6 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the applicable rate for Competitive Bid Loans, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any Bank with respect to this Agreement, the other Loan Documents, such Bank, ’s Commitment or the Loans; or
(d) impose on any such Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, ’s Commitment or any class of loans or commitments of which any of the Loans or such Bank's ’s Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to any such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, or’s Commitment or issuing or participating in Letters of Credit;
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment ’s Commitment, the Loans or any of the Loans, Reimbursement Obligations; or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to such Bank or the Agent such reasonable additional amounts as will be sufficient to compensate such Bank or the Agent for such additional costcosts, reduction, payment or foregone interest or other sum; provided that the determination and allocation of amounts, if any, claimed by any Bank under this Section 5.5 are made on a reasonable basis in a manner consistent with such Bank’s treatment of customers of such Bank that such Bank considers, in its reasonable discretion, to be similar to the Borrower and having generally similar provisions in their agreements with such Bank.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Waste Management Inc), Revolving Credit Agreement (Waste Management Inc)
Additional Costs, Etc. If any present or future applicable law, law which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such BankLender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans Loans by, or commitments of an office of any BankLender, or
(d) impose on any Bank or the Agent Lender any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's the Total Commitment, or any class of loans Loans or commitments of which any of the Loans or such Bank's the Total Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such BankLender's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank Lender or the Agent hereunder on account of such Bank's Commitment the Commitments or any of the Loans, or
(iii) to require such Bank Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Agent Agent, to the extent permitted by law, such additional amounts as will be sufficient to compensate such Bank Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 2 contracts
Sources: Credit Agreement (Liberty Property Limited Partnership), Credit Agreement (Liberty Property Limited Partnership)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or any of the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any of the Loans, such Bank's Commitment, or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, or
(ii) to reduce the amount of principal, interest interest, or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Silverleaf Resorts Inc), Revolving Credit Agreement (Silverleaf Resorts Inc)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment Commitment, or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans Loans, or such Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon will within fifteen (15) days after demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent.
Appears in 2 contracts
Sources: Bridge Loan Agreement (Windrose Medical Properties Trust), Bridge Loan Agreement (Ramco Gershenson Properties Trust)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), Change in Law shall:
(a) subject any Bank or the Agent Recipient to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Loans Taxes (other than taxes based upon (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or measured by the income other obligations, or profits of such Bank its deposits, reserves, other liabilities or the Agent)capital attributable thereto, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to the Agent or any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or impose, increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byby or participated in, or letters of credit issued by or participated in, or commitments of an office of any Bank or any Fronting Bank, or
(d) impose on any Bank, any Fronting Bank or the Agent or any applicable interbank market any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's ’s Commitment, or any class of loans loans, letters of credit or commitments of which any of the Loans or such Bank's ’s Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank or any Fronting Bank of making, funding, issuing, renewing, extending extending, participating in, converting, continuing or maintaining any of the Loans or such Bank's Commitment’s Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank, such Fronting Bank or the Agent hereunder on account of such Bank's Commitment ’s Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Bank, such Fronting Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank, such Fronting Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made within thirty (30) days after notice by the Agent, such Fronting Bank or such Bank (such notice to be given promptly by the Agent, such Fronting Bank or (as such Bank upon the case may be) the Agent making of any such determination), at any time and from time to time and as often as the occasion therefor may arise, but subject to the limitations set forth in §5.8, pay to such Bank, such Fronting Bank or the Agent such additional amounts as will such Bank, such Fronting Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank, such Fronting Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum, provided that such Bank, such Fronting Bank or the Agent is imposing such charges on the Borrower in a non-discriminatory manner, as determined in good faith by the Agent without any obligation to disclose the identity of any other borrower or credit facility.
Appears in 2 contracts
Sources: Credit Agreement (Boston Properties LTD Partnership), Credit Agreement (Boston Properties LTD Partnership)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)law)(including, without limitation, regardless of the date enacted, adopted or issued: (x) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III) shall:
(a) subject any Bank Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment Lender’s Commitments or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Bank or the Agent Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any BankLender, or
(d) impose on any Bank Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's CommitmentLender’s Commitments, or any class of loans loans, or commitments of which any of the Loans or such Bank's Commitment forms Lender’s Commitments form a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's CommitmentLender’s Commitments, or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank Lender or the Administrative Agent hereunder on account of such Bank's Commitment Lender’s Commitments or any of the Loans, or
(iii) to require such Bank Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon within thirty (30) days of demand made by such Bank Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent Lender such additional amounts as will such Lender shall determine in good faith to be sufficient to compensate such Bank or the Agent Lender for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, provided that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Life Storage Lp), Revolving Credit and Term Loan Agreement (Sovran Self Storage Inc)
Additional Costs, Etc. If any present or future applicable change in law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender, the Administrative Agent or the Agent any Issuing Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)authority, shall:
(a) subject any Bank Lender, the Administrative Agent or the Agent any Issuing Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such BankLender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender, the Administrative Agent or the Agentsuch Issuing Lender), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank Lender, the Administrative Agent or the Agent any Issuing Lender under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender or any Issuing Lender, or
(d) impose on any Bank Lender, the Administrative Agent or the Agent any Issuing Lender any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such BankLender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Loans or such BankLender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank Lender or any Issuing Lender of making, funding, issuing, renewing, extending extending, amending or maintaining any of the Loans or such BankLender's CommitmentCommitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank Lender, the Administrative Agent or the Agent such Issuing Lender hereunder on account of such BankLender's Commitment Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Bank Lender, the Administrative Agent or the Agent such Issuing Lender to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender, the Administrative Agent or the Agent such Issuing Lender from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank Lender, the Administrative Agent or (as the case may be) the Agent Issuing Lender at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender, the Administrative Agent or the Agent such Issuing Lender such additional amounts as will be sufficient to compensate such Bank Lender, the Administrative Agent or the Agent such Issuing Lender for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Timberland Co), Revolving Credit Agreement (Timberland Co)
Additional Costs, Etc. If any change after the Closing Date to any present applicable law or if any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Revolving Credit Loans, such Bank's Commitment, or any class of loans or commitments of which any of the Revolving Credit Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such Bank's Commitment, or
(ii) to reduce the amount of principal, interest interest, or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment Commitment, or any of the Revolving Credit Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such casecase and to the extent that the amount such additional cost, reduction, payment, foregone interest or other sum is not reflected in the Base Rate or the Eurodollar Rate, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sumsum (without duplication for recovery of such amounts under any other provision hereof), PROVIDED that the Borrower shall not be liable to any Bank or the Agent for costs incurred more than sixty (60) days prior to receipt by the Borrower of such demand for payment from such Bank or (as the case may be) the Agent unless such costs were incurred prior to such 60-day period solely as a result of such present or future applicable law being retroactive to a date which occurred prior to such 60-day period.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Staples Inc), Revolving Credit Agreement (Staples Inc)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit or participations therein, such BankLender's Commitment or the Loans or participations therein (other than taxes based upon or measured by the income or profits of such Bank Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by or participated in, or commitments of an office of any BankLender, or
(d) impose on any Bank Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such BankLender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Loans or such BankLender's Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such BankLender's CommitmentCommitment or any Letter of Credit or participations therein, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank Lender or the Administrative Agent hereunder on account of such BankLender's Commitment Commitment, any Letter of Credit or any of the LoansLoans or any participations therein, or
(iii) to require such Bank Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Administrative Agent from the Borrower Borrowers hereunder, ; then, and in each such case, the Borrower Borrowers will, upon demand made by such Bank or (as the case may be) the Agent Lender at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent Lender such additional amounts as will be sufficient to compensate such Bank or the Agent Lender for such additional cost, reduction, payment or foregone interest or other sumsum (after such Lender shall have allocated the same fairly and equitably among all customers of any class generally affected thereby).
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Nationsrent Inc), Revolving Credit and Term Loan Agreement (Nationsrent Inc)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such BankLender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank Lender or the Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any BankLender, or
(d) impose on any Bank Lender or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such BankLender's Commitment, or any class of loans loans, or commitments of which any of the Loans or such BankLender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans Loans, or such BankLender's Commitment, or
(ii) to reduce the amount of principal, interest interest, or other amount payable to such Bank Lender or the Agent hereunder on account of such BankLender's Commitment Commitment, or any of the Loans, or
(iii) to require such Bank Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank Lender or (as the case may be) the such Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the such Agent such additional amounts as will be sufficient to compensate such Bank Lender or the such Agent for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 2 contracts
Sources: Bridge Term Loan Credit Agreement (Whitehall Jewellers Inc), Intercreditor Agreement (Prentice Capital Management, LP)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment Commitment, the Loans or the Loans Letters of Credit (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, the Letters of Credit, such Bank's Commitment, or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans Loans, the Letters of Credit or such Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the LoansLoans or the Letters of Credit, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon will within fifteen (15) days after demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent.
Appears in 2 contracts
Sources: Master Revolving Credit Agreement (Ramco Gershenson Properties Trust), Master Revolving Credit Agreement (Ramco Gershenson Properties Trust)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment (including the Swing Loan Commitment) or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit from, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment (including the Swing Loan Commitment), or any class of loans or commitments of which any of the Loans or such Bank's Commitment (including the Swing Loan Commitment) forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment (including the Swing Loan Commitment), or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment (including the Swing Loan Commitment) or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon within fifteen (15) days of demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Walden Residential Properties Inc), Revolving Credit Agreement (Walden Residential Properties Inc)
Additional Costs, Etc. If any present or future applicable law, law which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such BankLender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any BankLender, or
(d) impose on any Bank or the Agent Lender any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's the Commitment, or any class of loans or commitments of which any of the Loans or such Bank's the Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such BankLender's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank Lender or the Agent hereunder on account of such Bank's Commitment the Commitments or any of the Loans, or
(iii) to require such Bank Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Agent Agent, to the extent permitted by law, such additional amounts as will be sufficient to compensate such Bank Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 2 contracts
Sources: Credit Agreement (Prime Group Realty Trust), Credit Agreement (Prime Group Realty Trust)
Additional Costs, Etc. If any present or future future, or any ------------------------ change in any present or future, applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such BankLender's Commitment or the Loans advanced by such Lender (other than taxes based upon or measured by the income or profits of such Bank or the AgentLender), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent such Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of, or letters of credit issued by, an office of any BankLender, or
(d) impose on any Bank or the Agent Lender any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such BankLender's Commitment, Commitment or any class of loans or commitments of which any of the Loans or such BankLender's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining the Loans, any Letter of the Loans Credit or such BankLender's Commitment, or
(ii) to reduce the amount of principal, interest or other amount amounts payable to such Bank or the Agent Lender hereunder on account of such BankLender's Commitment Commitment, the Loans or any Letter of the LoansCredit, or
(iii) to require such Bank or the Agent Lender to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent Lender from the Borrower hereunder, then, and in each such case, the Borrower will, upon written demand made by such Bank or (as the case may be) the Agent Lender at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent Lender such additional amounts as will be sufficient to compensate such Bank or the Agent Lender for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sumsum (after such Lender shall have allocated the same fairly and equitably among all customers of any class generally affected thereby); provided that in the event that such additional cost, reduction, payment, or foregone interest or Reimbursement Obligations or other sum which was incurred by such Lender is subsequently returned or reimbursed to such Lender, such Lender shall return or reimburse to the Borrower any additional amount paid pursuant to this Section 4.8 by the Borrower to such Lender with respect thereto. In the event that any of the foregoing events occur, each Lender will use its reasonable efforts to take such actions as are reasonably feasible and available to such Lender to decrease the additional costs payable hereunder; provided that no Lender shall be required to transfer any activities related to this Agreement to any jurisdiction in which such Lender does not at such time regularly conduct ordinary banking operations or to a jurisdiction which otherwise will be disadvantageous to such Lender. Such Lender shall give the Borrower written notice of any event causing such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum within ninety (90) days of the occurrence thereof and the Borrower shall not be liable for any such costs incurred prior to the date which is ninety (90) days prior to the date of such notice.
Appears in 1 contract
Sources: Revolving Credit Agreement (United States Cellular Corp)
Additional Costs, Etc. If any present or future applicable law, ---------- ----- --- which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shallshall in the case of any Loans, any Letters of Credit or any Commitment:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Loans or Letters of Credit (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans Loans, any Reimbursement Obligations or any other amounts payable to any Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans or letters of credit by, or commitments of an of, any office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 1 contract
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, Commitment or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon within fifteen (15) days of demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum, upon presentation by such Bank of a statement of the amount setting forth the Bank's calculation thereof. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent.
Appears in 1 contract
Additional Costs, Etc. If Subject to §4.4, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender, any LC Issuer or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law) and including, without limitation, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives under or issued in connection therewith (collectively, “▇▇▇▇-▇▇▇▇▇”) and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III (collectively, “Basel III”), shall:
(a) subject any Bank Lender, any LC Issuer or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment Lender’s Commitment, a Letter of Credit, participation in a Letter of Credit or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the AgentExcluded Taxes), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender or any LC Issuer of the principal of or the interest on any Loans or any Letter of Credit or participation therein or any other amounts payable to any Bank Lender or the Agent any LC Issuer under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans Loans or Letters of Credit by, or commitments of an office of any BankLender or any LC Issuer, or
(d) impose on any Bank Lender, any LC Issuer or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Lender’s Commitment, a Letter of Credit or participation therein or any class of loans or commitments of which any of the Loans or Letters of Credit or such Bank's Lender’s Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank Lender or LC Issuer of making, funding, issuing, renewing, extending or maintaining any of the Loans or Letters of Credit (or of maintaining its obligation to participate in or to issue any Letters of Credit) or such Bank's Lender’s Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank Lender, such LC Issuer or the Agent hereunder on account of such Bank's Lender’s Commitment or any of the LoansLoans or Letters of Credit, or
(iii) to require such Bank Lender, such LC Issuer or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender, such LC Issuer or the Agent from the Borrower hereunder, ; then, and in each such case, the Borrower will, upon within fifteen (15) days of demand made by such Bank Lender, such LC Issuer or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender, such LC Issuer or the Agent such additional amounts as will such Lender, such LC Issuer or Agent shall determine in good faith to be sufficient to compensate such Bank Lender, such LC Issuer or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender, each LC Issuer and Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Lender, such LC Issuer or Agent. Notwithstanding the foregoing, Borrower shall have the right, in lieu of making the payment referred to in this §4.9, to prepay the Loans of the applicable Lender within fifteen (15) days of such demand and avoid the payment of the amounts otherwise due under this §4.9 or to cause the applicable Lender to assign its Loans and Commitments in accordance with §18.8, provided, however, that Borrower shall be required to pay together with such prepayment of the Loan all other costs, damages and expenses otherwise due under this Agreement as a result of such prepayment.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but if not having the force of law, then generally applied by the Lenders or the Agent with respect to similar loans), shall:
(a) subject (a)subject any Bank Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Lender’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the AgentAgent Indemnified Taxes or Other Taxes covered by §4.1), or
(b) materially change (b)change the basis of taxation (except for changes in taxes on income or profitsprofits other than with respect to (i) Excluded Taxes and (ii) Indemnified Taxes or Other Taxes covered by §4.1) of payments to any Bank Lender of the principal of or the interest on any the Term Loanany Loans or any other amounts payable to any Bank or the Agent or any Lender under this Credit Agreement or the other Loan Documents, or
(c) impose (c)impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender, or
(d) impose (d)impose on any Bank Lender or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Lender’s Commitment, or any class of loans or commitments of which any of the Loans or such Bank's Lender’s Commitment forms a part, ; and the result of any of the foregoing is
(iA) to (i)to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Lender’s Commitment, or
(iiB) to (ii)to reduce the amount of principal, interest or other amount payable to such Bank Lender or the Agent hereunder on account of such Bank's Lender’s Commitment or any of the Loans, or
(iiiC) to (iii)to require such Bank Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, promptly upon demand made by such Bank or (as the case may be) the Agent or such Lender (such demand to be made promptly by the Agent or such Lender upon the making of any such determination), at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Agent such additional amounts as will such Lender or the Agent shall determine in good faith to be sufficient to compensate such Bank Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum, provided that such Lender or the Agent is generally imposing similar charges on its other similarly situated borrowers. The Agent shall provide the Borrower with a calculation, in reasonable detail, of such amounts in accordance with its customary practices.
Appears in 1 contract
Sources: Secured Term Loan Agreement (First Potomac Realty Trust)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Commitment, LC Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Commitment, such Bank's LC Commitment or any class of loans loans, letters of credit or commitments of which any of the Loans or such Bank's Commitment or LC Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, LC Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment Commitment, LC Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable lawlaw (including, without limitation, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act), which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but if not having the force of law, then generally applied by the Lenders or the Agent with respect to similar loans), shall:
(a) subject any Bank Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Lender’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent or any Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender, or
(d) impose on any Bank Lender or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Lender’s Commitment, or any class of loans or commitments of which any of the Loans or such Bank's Lender’s Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 1 contract
Sources: Revolving Credit Agreement (First Potomac Realty Trust)
Additional Costs, Etc. If any change in any present applicable law, or if any future applicable law (or change in such future law), which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Revolving Credit Loans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Revolving Credit Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such Bank's CommitmentCommitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment Commitment, any Letter of Credit or any of the Revolving Credit Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, provided that the Borrower shall not be liable to any Bank or the Agent for costs incurred more than ninety (90) days prior to receipt by the Borrower of such demand for payment from such Bank or, as the case may be, the Agent, unless such costs were incurred prior to such ninety (90) day period as a result of such present or future applicable law being retroactive to a date which occurred prior to such ninety (90) day period and such Bank or, as the case may be, the Agent, has given notice to the Borrower of the effectiveness of such law within ninety (90) days after the effective date thereof.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall:
(a) subject any such Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment Commitment, or the Loans (other than taxes based upon or measured by the income or profits of such Bank imposed by the jurisdiction of its incorporation or organization, or the Agentlocation of its lending office), ; or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to any such Bank of the principal or of or the interest on any Loans or any other amounts payable to any such Bank or the Agent under this Credit Agreement or the other Loan Documents, ; or
(c) except as provided in Section 14 or as otherwise reflected in the Base Rate or the Eurodollar Rate, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any Bank with respect to this Agreement or the other Loan Documents, such Bank's Commitment, or the Loans; or
(d) impose on any such Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, or any class of loans or commitments of which any of the Loans or such Bank's Commitment Commitment, forms a part, and the result of any of the foregoing is:
(i) to increase the cost to any such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, oras applicable;
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the Loans, ; or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, thenTHEN, and in each such case, the Borrower Borrower, will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor therefore may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to such Bank or the Agent such reasonable additional amounts as will be sufficient to compensate such Bank or the Agent for such additional costcosts, reduction, payment or foregone interest or other sum.
Appears in 1 contract
Additional Costs, Etc. If (a) any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), or (b) a change in the interpretation of any present applicable law by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof, shall:
(a) subject any Bank or the Agent Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such BankLender's Commitment or the such Lender's Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Bank or the AgentLender), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Bank Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by or letters of credit issued by, or commitments of an office of any Banksuch Lender, or
(d) impose on any Bank Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Revolving Credit Loans, such BankLender's Commitment, Commitment or any class of loans loans, letters of credit or commitments of which any of the Revolving Credit Loans or such BankLender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such BankLender's CommitmentCommitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank Lender or the Administrative Agent hereunder on account of such BankLender's Commitment Commitment, any Letter of Credit or any of the Revolving Credit Loans, or
(iii) to require such Bank Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Administrative Agent from the Borrower hereunder, then, except as otherwise provided in Section 5.2.2(c), and in each such case, the Borrower will, upon demand made by such Bank Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Administrative Agent such additional amounts as will be sufficient in the good faith opinion of such Lender or the Administrative Agent, to compensate such Bank Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender shall allocate such costs (or the effect of such reductions, payments or foregone interest) among its customers similarly situated in good faith and on an equitable basis.
Appears in 1 contract
Sources: Revolving Credit Agreement (Blue Steel Capital Corp)
Additional Costs, Etc. If any change in present or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or to the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other U.S. Loan Documents, any Letters of Credit, such BankLender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank Lender or the Agent under this Credit Agreement or any of the other U.S Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender, or
(d) impose on any Bank Lender or the Agent any other conditions or requirements with respect to this Credit Agreement, the other U.S. Loan Documents, any Letters of Credit, the Loans, such BankLender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Loans or such BankLender's Commitment forms a part, and the result of any of the foregoing is;
(i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such BankLender's CommitmentCommitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank Lender or to the Agent hereunder on account of such BankLender's Commitment Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Bank Lender or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank Lender or (as the case may be) the Agent Agent, at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Agent such additional amounts as will be sufficient to compensate such Bank Lender or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (CRC Evans International Inc)
Additional Costs, Etc. If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall:
(a) subject any such Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank imposed by the jurisdiction of its incorporation or organization, or the Agentlocation of its lending office), ; or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to any such Bank of the principal or of or the interest on any Loans or any other amounts payable to any such Bank or the Agent under this Credit Agreement or the other Loan Documents, ; or
(c) except as provided in Section 5.6 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the applicable rate for Competitive Bid Loans, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any Bank with respect to this Agreement, the other Loan Documents, such Bank, 's Commitment or the Loans; or
(d) impose on any such Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, Commitment or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, or:
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment Commitment, the Loans or any of the Loans, Reimbursement Obligations; or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor therefore may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to such Bank or the Agent such reasonable additional amounts as will be sufficient to compensate such Bank or the Agent for such additional costcosts, reduction, payment or foregone interest or other sum.
Appears in 1 contract
Sources: Revolving Credit Agreement (Waste Management Holdings Inc)
Additional Costs, Etc. If any change after the Closing Date in any present applicable law or if any change in any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a1) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Commitment, Acquisition Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b2) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or
(c3) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or
(d4) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Commitment or Acquisition Commitment, or any class of loans loans, letters of credit or commitments of which any of the Loans or such Bank's Commitment or Acquisition Commitment forms a part, and the result of any of the foregoing is
(i1) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's CommitmentCommitment or Acquisition Commitment or any Letter of Credit, or
(ii2) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or Acquisition Commitment, any Letter of Credit or any of the Loans, or
(iii3) to require such Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum; provided, that the Borrower shall not be liable to any Bank or the Agent for costs incurred more than ninety (90) days prior to receipt by the Borrower of such demand for payment from such Bank or, as the case may be, the Agent, unless such costs were incurred prior to such 90-day period solely as a result of such present or future applicable law being retroactive to a date which occurred prior to such 90-day period.
Appears in 1 contract
Sources: Revolving Credit Agreement (Aztec Technology Partners Inc /De/)
Additional Costs, Etc. If Subject to §4.4, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law) and including, without limitation, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives under or issued in connection therewith (collectively, “▇▇▇▇-▇▇▇▇▇”) and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III (collectively, “Basel III”), shall:
(a) subject any Bank Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the AgentExcluded Taxes), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans Loans or Letters of Credit by, or commitments of an office of any BankLender, or
(d) impose on any Bank Lender or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or Letters of Credit or such Bank's Lender’s Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or Letters of Credit or such Bank's Lender’s Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank Lender or the Agent hereunder on account of such Bank's Lender’s Commitment or any of the LoansLoans or Letters of Credit, or
(iii) to require such Bank Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Agent from the Borrower hereunder, ; then, and in each such case, the Borrower will, upon within fifteen (15) days of demand made by such Bank Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Agent such additional amounts as will such Lender or Agent shall determine in good faith to be sufficient to compensate such Bank Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Lender or Agent. Notwithstanding the foregoing, Borrower shall have the right, in lieu of making the payment referred to in this §4.9, to prepay the Loans of the applicable Lender within fifteen (15) days of such demand and avoid the payment of the amounts otherwise due under this §4.9 or to cause the applicable Lender to assign its Loans and Commitments in accordance with §18.8, provided, however, that Borrower shall be required to pay together with such prepayment of the Loan all other costs, damages and expenses otherwise due under this Agreement as a result of such prepayment.
Appears in 1 contract
Sources: Revolving and Term Credit Agreement (Forestar Group Inc.)
Additional Costs, Etc. If subsequent to the Closing Date, the adoption of or change in any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Revolving Credit Note or Term Note, such Bank s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the AgentAdministrative Agent or any franchise tax imposed by such Bank s or the Administrative Agent s jurisdiction of incorporation or organization, or the location of its lending office, hereinafter referred to as "Income Taxes"), or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsIncome Taxes) of payments to any Bank of the principal of or the interest on any Loans its Notes or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loansany Letters of Credit, such Bank's Commitment, or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a partNotes, and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's CommitmentNotes or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Administrative Agent hereunder on account of such Bank's Commitment Notes or any Letter of the LoansCredit, or
(iii) to require such Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Administrative Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Bangor Hydro Electric Co)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)Change in Law, shall:
(a) subject any Bank Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by for Indemnified Taxes, Taxes described in clauses (b) through (d) of the income or profits definition of such Bank or the AgentExcluded Taxes, and Connection Income Taxes), or
(b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profitsprofits or its franchise tax) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, compulsory loan, insurance charge, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of lawlaw and which are not already reflected in any amounts payable by Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any BankLender, or
(d) impose on any Bank Lender or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Lender’s Commitment, a Letter of Credit, or any class of loans or commitments of which any of the Loans or such Bank's Lender’s Commitment forms a part, ; and the result of any of the foregoing is:
(i) to increase the cost to any Bank Lender of making, continuing, converting to, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Lender’s Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank any Lender or the Agent hereunder on account of such Bank's Lender’s Commitment or any of the Loans, or
(iii) to require such Bank any Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon within fifteen (15) days of demand made by such Bank Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Agent such additional amounts as will such Lender or the Agent shall determine in good faith to be sufficient to compensate such Bank Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent, in such case (a) through (d), so long as such amounts have accrued on or before the day that is two hundred and seventy (270) days prior to the date on which such Agent first made demand therefor (except that, if the event giving rise to such increased costs or reductions is retroactive, then the two hundred seventy (270) day period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 1 contract
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or - 27 - other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon will within fifteen (15) days after demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent.
Appears in 1 contract
Sources: Revolving Credit Agreement (Foundation Capital Resources Inc)
Additional Costs, Etc. If any present or future applicable law, ---------- ----- --- which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shallshall in the case of any Loans, any Letters of Credit or any Commitment:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Loans or Letters of Credit (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans Loans, any Reimbursement Obligations or any other amounts payable to any Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans or letters of credit by, or commitments of an of, any office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, any Letters of Credit, such Bank's Commitment, or any class of commitments, letters of credit or loans or commitments of which any of the Loans Loans, any Letters of Credit or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's CommitmentCommitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, fees, Reimbursement Obligations or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest interest, principal, Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation, principal or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower Company hereunder, then, and in each such case, the Borrower Company will, upon within five (5) days following demand made by such Bank or (through the Agent) or, as the case may be) , the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent for the respective accounts of the Banks or for the Agent's own account such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest interest, principal or other sum. Each Bank or, as the case may be, the Agent shall give the Company prompt notice of any event causing such additional cost, reduction, payment or foregone interest, Reimbursement Obligation or other sum.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Sterling Commerce Inc)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment (including the Swing Loan Commitment) or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit from, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment (including the Swing Loan Commitment), or any class of loans or commitments of which any of the Loans or such Bank's Commitment (including the Swing Loan Commitment) forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment (including the Swing Loan Commitment), or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 1 contract
Sources: Revolving Credit Agreement (Excel Realty Trust Inc)
Additional Costs, Etc. If any present or future applicable law, --------------------- which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any the Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any the Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment Documents or the Loans Loan (other than taxes based upon or measured by the income or profits of such Bank or the AgentBank), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any the Bank of the principal of or the interest on any Loans the Loan or any other amounts payable to any the Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an of, any office of any the Bank, or
(d) impose on any the Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, Loan or any class of loans or commitments of which any of the Loans or such Bank's Commitment Loan forms a part, ; and the result of any of the foregoing isis in each case, beyond that which exists on the date hereof or of which the Bank has received notice of the date hereof,
(i) to increase the cost to any the Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's CommitmentLoan, or
(ii) to reduce the amount of principal, interest or other amount payable to such the Bank or the Agent hereunder on account of such Bank's Commitment or any of the LoansLoan, or
(iii) to require such the Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such the Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such the Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arisearise within 180 days after the occurrence of the event giving rise thereto, pay to such the Bank or the Agent such additional amounts as will be sufficient to compensate such the Bank or the Agent for such additional cost, reduction, payment or foregone foregoing interest or other sumsum incurred since the date of such event.
Appears in 1 contract
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit from, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, ; or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the Loans, ; or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon within fifteen (15) days of demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent. Notwithstanding the foregoing, the Borrower shall have the right, in lieu of making the payment referred to in this Section 4.9, to prepay the Loans and terminate the Commitments within thirty (30) days of such demand and avoid the payment of the amounts otherwise due under this Section 4.9, provided, however, that the Borrower shall be required to pay together with such prepayment of the Loans all other costs, damages and expenses otherwise due under Section 4.8 of this Agreement.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Bank, any Letter of Credit Bank, or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank Bank, any Letter of Credit Bank, or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank, such Letter of Credit Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank or Letter of Credit Bank, or
(d) impose on any Bank, any Letter of Credit Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank or Letter of Credit Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or issuing any Letter of Credit or such Bank's CommitmentCommitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Bank, such Letter of Credit Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank, such Letter of Credit Bank or the Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Bank, such Letter of Credit Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank, such Letter of Credit Bank or the Agent such additional amounts as will be sufficient to compensate such Bank, such Letter of Credit Bank or the Agent for such 55 -47- additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. This Section 5.7 shall survive the termination of the Commitments and the payment of the Obligations.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, law which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such BankLender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans Loans by, or commitments of an office of any BankLender, or
(d) impose on any Bank or the Agent Lender any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's the Commitment, or any class of loans Loans or commitments of which any of the Loans or such Bank's the Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such BankLender's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank Lender or the Agent hereunder on account of such Bank's Commitment the Commitments or any of the Loans, or
(iii) to require such Bank Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Agent Agent, to the extent permitted by law, such additional amounts as will be sufficient to compensate such Bank Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 1 contract
Sources: Credit Agreement (Liberty Property Limited Partnership)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such BankLender's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Bank Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender, or
(d) impose on any Bank Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Revolving Credit Loans, such BankLender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Revolving Credit Loans or such BankLender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such BankLender's CommitmentCommitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank Lender or the Administrative Agent hereunder on account of such BankLender's Commitment Commitment, any Letter of Credit or any of the Revolving Credit Loans, or
(iii) to require such Bank Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Administrative Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, provided that the Borrower shall not be liable to any Lender or the Administrative Agent for costs incurred more than one hundred eighty (180) days prior to receipt by the Borrower of such demand for payment from such Lender or, as the case may be, the Administrative Agent, unless such costs were incurred prior to such one hundred eighty (180) day period as a result of such present or future applicable law being retroactive to a date which occurred prior to such one hundred eighty (180) day period and such Lender or, as the case may be, the Administrative Agent, has given notice to the Borrower of the effectiveness of such law within one hundred eighty (180) days after the effective date thereof.
Appears in 1 contract
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, or any amendment, modification or phasing in of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment ’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the AgentExcluded Taxes), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's ’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Bank's ’s Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans LIBOR Rate Loans, the Letters of Credit or such Bank's ’s Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's ’s Commitment or any of the LoansLoans or the Letters of Credit, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon will within fifteen (15) days after demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such BankLender's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Bank Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender, or
(d) impose on any Bank Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Revolving Credit Loans, such BankLender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Revolving Credit Loans or such BankLender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such BankLender's CommitmentCommitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank Lender or the Administrative Agent hereunder on account of such BankLender's Commitment Commitment, any Letter of Credit or any of the Revolving Credit Loans, or
(iii) to require such Bank Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Administrative Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum.
Appears in 1 contract
Additional Costs, Etc. If any change after the Closing Date in any present applicable law or if any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bankany Letters of Credit, the Lender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the AgentLender), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank the Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent Lender under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bankthe Lender, or
(d) impose on any Bank or the Agent Lender any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bankthe Lender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Loans or such Bankthe Lender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank the Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such BankLender's CommitmentCommitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Agent Lender hereunder on account of such Bankthe Lender's Commitment Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Bank or the Agent Lender to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent Lender from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent Lender at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent Lender such additional amounts as will be sufficient to compensate such Bank or the Agent Lender for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, provided that the Borrower shall not be liable to the Lender for any costs incurred more than 90 days prior to the receipt by the Borrower of such demand for payment from the Lender, unless such costs were incurred prior to such 90 day period as a result of such change in present or future applicable law being retroactive to a date which occurred prior to such 90 day period and the Lender has given notice to the Borrower of the effectiveness of such law within 90 days after the effective date (but not including the retroactive date) thereof.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (DSL Net Inc)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), Change in Law shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's ’s Commitment or the Loans (other than taxes based upon Indemnified Taxes or measured Other Taxes covered by §5.2(c) and the income imposition of, or profits of any change in the rate of, any Excluded Tax payable by such Bank or the AgentFronting Bank), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to the Agent or any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's ’s Commitment, or any class of loans loans, letters of credit or commitments of which any of the Loans or such Bank's ’s Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment’s Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment ’s Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made within thirty (30) days after notice by the Agent or such Bank or (as the case may be) such notice to be given promptly by the Agent or such Bank upon the making of any such determination), at any time and from time to time and as often as the occasion therefor may arise, but subject to the limitations set forth in §5.8, pay to such Bank or the Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum, provided that such Bank or the Agent is generally imposing similar charges on its other similarly situated borrowers. Without limiting the foregoing, the Borrower shall pay to each Bank, as long as such Bank shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Bank (as determined by such Bank in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 10 days’ prior notice (with a copy to the Agent) of such additional interest from such Bank. If a Bank fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice.
Appears in 1 contract
Sources: Revolving Credit Agreement (Boston Properties LTD Partnership)
Additional Costs, Etc. If any present or future applicable law, which --------------------- expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such BankLender's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender, or
(d) impose on any Bank Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Revolving Credit Loans, such BankLender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Revolving Credit Loans or such BankLender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such BankLender's CommitmentCommitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank Lender or the Administrative Agent hereunder on account of such BankLender's Commitment Commitment, any Letter of Credit or any of the Revolving Credit Loans, or
(iii) to require such Bank Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Bank Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum.
Appears in 1 contract
Sources: Revolving Credit Agreement (Us Xpress Enterprises Inc)
Additional Costs, Etc. If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law); provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be included in such expression, regardless of the date enacted, adopted or issued) shall:
(a) subject any such Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's ’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank imposed by the jurisdiction of its incorporation or organization, or the Agentlocation of its lending office), ; or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to any such Bank of the principal or of or the interest on any Loans or any other amounts payable to any such Bank or the Agent under this Credit Agreement or the other Loan Documents, ; or
(c) except as provided in §5.6 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the applicable rate for Competitive Bid Loans, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any Bank with respect to this Agreement, the other Loan Documents, such Bank, ’s Commitment or the Loans; or
(d) impose on any such Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, ’s Commitment or any class of loans or commitments of which any of the Loans or such Bank's ’s Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to any such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, or’s Commitment or issuing or participating in Letters of Credit;
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment ’s Commitment, the Loans or any of the Loans, Reimbursement Obligations; or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to such Bank or the Agent such reasonable additional amounts as will be sufficient to compensate such Bank or the Agent for such additional costcosts, reduction, payment or foregone interest or other sum; provided that the determination and allocation of amounts, if any, claimed by any Bank under this §5.5 are made on a reasonable basis in a manner consistent with such Bank’s treatment of customers of such Bank that such Bank considers, in its reasonable discretion, to be similar to the Borrower and having generally similar provisions in their agreements with such Bank.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, the Letters of Credit, such Bank's Commitment Commitment, or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans Loans, any Letters of Credit, or such Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Administrative Agent hereunder on account of such Bank's Commitment Commitment, any Letter of Credit, or any of the Loans, or
(iii) to require such Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Administrative Agent from any of the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligations or other sum. For purposes of this SECTION 5.5, the term "Bank" shall include the Issuing Bank.
Appears in 1 contract
Sources: Revolving Credit Agreement (Trico Marine Services Inc)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any the Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) : subject any the Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank the Bank); or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any the Bank of the principal of or the interest on any Loans or any other amounts payable to any the Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) ; or impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any the Bank, or
(d) ; or impose on any the Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) is to increase the cost to any the Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans Loans; or such Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such the Bank or the Agent hereunder on account of such Bank's Commitment or any of the Loans, or
(iii) ; or to require such the Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such the Bank or the Agent from the Borrower Company hereunder, then, and in each such case, the Borrower Company will, upon demand made by such the Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such the Bank or the Agent such additional amounts as will be sufficient to compensate such the Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 1 contract
Sources: Term Loan and Acquisition Line Agreement (Watson General Corp)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and policies, requests, directives, instructions instructions, guidelines and notices at any time or from time to time hereafter thereafter made upon or otherwise issued to any Bank or the Agent or any Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank the Agent or the Agent Lenders to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment Documents or the Loans (other than taxes based upon or measured by the income or profits of such Bank the Agent or the AgentLenders), ; or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank the Agent or the Lenders of the principal of or the interest on any the Loans or any other amounts payable to any Bank the Agent or the Agent Lenders under this Credit Agreement or the other Loan Documents, ; or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, the Agent or the Lenders; or
(d) impose on any Bank the Agent or the Agent Lenders any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, or the Loans, such Bank's Commitment, or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is:
(i) to increase the cost to any Bank the Agent or the Lenders of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, Loans; or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank the Agent or the Agent Lenders hereunder on account of such Bank's Commitment or any of the Loans, ; or
(iii) to require such Bank the Agent or the Agent Lenders to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank the Agent or the Agent Lenders from the Borrower hereunder, then, and in each such case, the Borrower willshall, upon demand made by such Bank or (as the case may be) the Agent or the Lenders at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum.as
Appears in 1 contract
Sources: Loan and Security Agreement (Silverleaf Resorts Inc)
Additional Costs, Etc. If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall:
(a) subject any such Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank imposed by the jurisdiction of its incorporation or organization, or the Agentlocation of its lending office), ; or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to any such Bank of the principal or of or the interest on any Loans or any other amounts payable to any such Bank or the Agent under this Credit Agreement or the other Loan Documents, ; or
(c) except as provided in Section 6.5 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the Competitive Bid Rate, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any Bank with respect to this Agreement, the other Loan Documents, such Bank, 's Commitment or the Loans; or
(d) impose on any such Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, Commitment or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to any such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, orCommitment or issuing or participating in Letters of Credit;
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment Commitment, the Loans or any of the Loans, Reimbursement Obligations; or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor therefore may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to such Bank or the Agent such reasonable additional amounts as will be sufficient to compensate such Bank or the Agent for such additional costcosts, reduction, payment or foregone interest or other sum.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, law which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such BankLender's Commitment or the Loans (other than taxes based upon or measured by the net income or profits of such Bank Lender or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on net income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any BankLender, or
(d) impose on any Bank or the Agent Lender any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's the Commitment, or any class of loans or commitments of which any of the Loans or such Bank's the Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such BankLender's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank Lender or the Agent hereunder on account of such Bank's Commitment the Commitments or any of the Loans, or
(iii) to require such Bank Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Agent from the Borrower hereunder, thenThen, and in each such case, the Borrower will, upon demand made by such Bank Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Agent Agent, to the extent permitted by law, such additional amounts as will be sufficient to compensate such Bank Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 1 contract
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) 1. subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the AgentAgent or its franchise tax), or
(b) 2. materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) 3. impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of lawlaw and which are not already reflected in any amounts payable by Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or
(d) 4. impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) a. to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, or
(ii) b. to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the Loans, or
(iii) c. to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon within fifteen (15) days of demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent.
Appears in 1 contract
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a1) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment Commitment, the Loans or the Loans Letters of Credit (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b2) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c3) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force 44 of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or
(d4) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, the Letters of Credit, such Bank's Commitment, or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i1) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans Loans, the Letters of Credit or such Bank's Commitment, or
(ii2) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the LoansLoans or the Letters of Credit, or
(iii3) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon will within fifteen (15) days after demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent.
Appears in 1 contract
Sources: Master Revolving Credit Agreement (Ramco Gershenson Properties Trust)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, a Letter of Credit or any the class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) each to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or Letters of Credit or such Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the LoansLoans or Letters of Credit, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower Borrowers hereunder, then, and in each such case, such Bank shall deliver to the Borrower Borrowers thirty (30) days prior written notice of such Bank's intent to request payment pursuant to this Section 4.9, and the Borrowers will, upon within thirty (30) days of demand made by such Bank or (as the case may be) the Agent (which demand may not be made until the expiration of the foregoing fifteen (15) day period) at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent. Notwithstanding the foregoing, the Borrowers shall have the right, in lieu of making the payment referred to in this Section 4.9, to prepay the Loan of the applicable Bank within forty-five (45) days of such demand for payment and avoid the payment of the amounts otherwise due under this Section 4.9, provided, however, that the Borrowers shall be required to pay together with such prepayment of the Loan all other costs, damages and expenses otherwise due under this Agreement as a result of such prepayment. As of the date hereof, each Bank represents and warrants that, to the best of its knowledge, there are no such matters which would give rise to a request for payment under this Section 4.9.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but if not having the force of law, then generally applied by the Banks with respect to similar loans), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the AgentBank), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to the Agent or any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's CommitmentCommitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will such Bank shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum, provided that such Bank is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such BankLender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any BankLender, or
(d) impose on any Bank Lender or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such BankLender's Commitment, Commitment or any class of loans or commitments of which any of the Loans or such BankLender's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such BankLender's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank Lender or the Agent hereunder on account of such BankLender's Commitment or any of the Loans, or
(iii) to require such Bank Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Agent from the Borrower hereunder, then, and in each such case, provided that such Lender or the Agent, as applicable, has given Borrower notice of any such additional costs within 180 days after such Lender or Agent becomes aware of the additional costs for which payment is requested, the Borrower will, upon within fifteen (15) days of demand made by such Bank Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Agent such additional amounts as will such Lender or the Agent shall determine in good faith to be sufficient to compensate such Bank Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Lender or the Agent.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall:
(a) subject any such Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank imposed by the jurisdiction of its incorporation or organization, or the Agentlocation of its lending office), ; or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to any such Bank of the principal or of or the interest on any Loans or any other amounts payable to any such Bank or the Agent under this Credit Agreement or the other Loan Documents, or; or 43 -37-
(c) except as provided in Section 6.5 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the applicable rate for Competitive Bid Loans, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any Bank with respect to this Agreement, the other Loan Documents, such Bank, 's Commitment or the Loans; or
(d) impose on any such Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, Commitment or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to any such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, orCommitment or issuing or participating in Letters of Credit;
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment Commitment, the Loans or any of the Loans, Reimbursement Obligations; or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor therefore may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to such Bank or the Agent such reasonable additional amounts as will be sufficient to compensate such Bank or the Agent for such additional costcosts, reduction, payment or foregone interest or other sum.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, --------------------- which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the any Bank Lender or the any Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
: (a) subject any Bank Lender or the any Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Total Commitment, the Multicurrency Commitment, the Revolving Credit Commitment, the Letters of Credit, the Loans (other than taxes imposed by any jurisdiction in which any Lender's or any Agent's head office is located and based upon or measured by the income or profits of such Bank Lender or the such Agent), or
; or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal or of or the interest on any Loans or any other amounts payable to any Bank Lender or the any Agent under this Credit Agreement or the other Loan Documents, or
; or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any Bank, or
Lender or any Agent; or (d) impose on any Bank Lender or the any Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's the Letters of Credit, the Total Commitment, the Multicurrency Commitment, the Revolving Credit Commitment, or any class of loans or commitments of which any of the Loans Loans, the Multicurrency Commitment, the Revolving Credit Commitment, or such Bank's the Total Commitment forms a part, and the result of any of the foregoing is
is (i) to increase the cost to any Bank Lender or any Agent of making, funding, issuing, renewing, extending or maintaining any the Loans, the Letters of Credit, the Loans or such Bank's Letter of Credit Participations, the Multicurrency Commitment, or
the Revolving Credit Commitment, or the Total Commitment; (ii) to reduce the amount of principal, interest or other amount payable to such Bank any Lender or the any Agent hereunder on account of such Bank's Commitment the Total Commitment, the Multicurrency Commitment, the Revolving Credit Commitment, the Letters of Credit, the Letter of Credit Participations, or any of the Loans, or
; (iii) to require such Bank any Lender or the any Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank the any Lender or the any Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank Lender or (as the case may be) the such Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the such Agent such additional amounts as will be sufficient to compensate such Bank Lender or the such Agent for such additional cost, reduction, payment or foregone interest or other sumsum (after such Lender or such Agent shall have allocated the same fairly and equitably among all customers of any class generally affected thereby). The provisions of this (S)8.10 shall survive repayment of the Obligations and termination of this Agreement.
Appears in 1 contract
Sources: Multicurrency Credit Agreement (United States Filter Corp)
Additional Costs, Etc. If any change in present applicable law or future adoption of any applicable lawlaw after the date hereof (including, which expressionin either case, as used hereinwithout limitation, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall:
: (a) subject any such Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment Commitment, or the Loans (other than taxes based upon or measured by the income or profits of such Bank imposed by the jurisdiction of its incorporation or organization, or the Agentlocation of its lending office, hereinafter referred to as "Income Taxes"), or
; or (b) materially change the basis of taxation (except for changes in taxes on income or profitsIncome Taxes) of payments to any such Bank of the principal or of or the interest on any Loans or any other amounts payable to any such Bank or the Agent under this Credit Agreement or the other Loan Documents, or
; or (c) except as provided in 5.6 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the Competitive Bid Rate, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any BankBank with respect to this Agreement, or
the other Loan Documents, the Commitment, or the Loans; or (d) impose on any such Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
is (i) to increase the cost to any such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, or
or issuing or participating in Letters of Credit; (ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the Loans, or
; (iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor therefore may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to such Bank or the Agent such reasonable additional amounts as will be sufficient to compensate such Bank or the Agent for such additional costcosts, reduction, payment or foregone interest or other sum. Capital Adequacy. If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or 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 capital of such Bank (or any corporation controlling such Bank) as a consequence of such Bank's obligations hereunder to a level below that which such Bank (or any corporation controlling such Bank) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank, the Borrower shall pay to such Bank such additional amount or amounts as will, in such Bank's reasonable determination, fairly compensate such Bank (or any corporation controlling such Bank) for such reduction. Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis. Certificate. A certificate setting forth the additional amounts payable pursuant to 5.4, 5.5 or 5.6 and a reasonable explanation of such amounts which are due, submitted by any Bank to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing. Eurodollar and Competitive Bid Indemnity. The Borrower agrees to indemnify each Bank and the Administrative Agent and to hold them harmless from and against any reasonable loss, cost or expense that any Bank and the Administrative Agent may sustain or incur as a consequence of (a) the default by the Borrower in payment of the principal amount of or any interest on any Eurodollar Loans or Competitive Bid Loans as and when due and payable, including any such loss or expense arising from interest or fees payable by any Bank or the Administrative Agent to lenders of funds obtained by it in order to maintain its Eurodollar Loans or Competitive Bid Loans, (b) the default by the Borrower in making a borrowing of a Eurodollar Loan or Competitive Bid Loan or conversion of a Eurodollar Loan or a prepayment of a Eurodollar or Competitive Bid Loan other than on an Interest Payment Date after the Borrower has given (or is deemed to have given) a Syndicated Loan Request, a notice pursuant to 2.7, a Notice of Acceptance of Competitive Bid Quote(s), or a notice pursuant to 2.10, as the case may be, and (c) the making of any payment of a Eurodollar Loan or Competitive Bid Loan, or the making of any conversion of any Eurodollar Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period with respect thereto. Such loss or reasonable expense shall include an amount equal to the excess, if any, as reasonably determined by each Bank of (i) its cost of obtaining the funds for (A) the Eurodollar Loan being paid, prepaid, converted, not converted, or not borrowed, as the case may be (based on the Eurodollar Rate), or (B) the Competitive Bid Loan being paid, prepaid, or not borrowed, as the case may be (based on the Competitive Bid Rate) for the period from the date of such payment, prepayment, conversion, or failure to borrow or convert, as the case may be, to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for the Loan which would have commenced on the date of such failure to borrow) over (ii) the amount of interest (as reasonably determined by such Bank) that would be realized by such Bank in reemploying the funds so paid, prepaid, converted, or not borrowed, converted, or prepaid for such period or Interest Period, as the case may be, which determinations shall be conclusive absent manifest error. Interest on Overdue Amounts. Overdue principal and (to the extent permitted by applicable law) interest on the Loans and all other overdue amounts payable hereunder or under any of the other Loan Documents shall bear interest compounded monthly and payable on demand at a rate per annum equal to the Base Rate plus 2% until such amount shall be paid in full (after as well as before judgment).
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the AgentExcluded Taxes), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankBank (except to the extent already reflected in the calculation of the Eurocurrency Rate), or
(dc) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's CommitmentCommitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. In the case of payments arising by reason of clauses (b) or (c) of this Section 7.7, each Bank agrees to provide the Parent with notice within ninety (90) days of becoming aware of any fact giving rise to this Section 7.7, and if it shall fail to do so, the Parent shall not be obligated to pay any amounts to such Bank arising by reason of such clauses. On or before the date it becomes a party to this Credit Agreement and from time to time thereafter upon any change in status rendering any certificate or document previously delivered pursuant to this sentence invalid or inaccurate, each Bank that is organized under the laws of a jurisdiction outside the United States shall (but, with respect to any renewal or change in status, only to the fullest extent that it is legally able to do so) deliver to the Parent and each other Domestic Borrower such certificates, documents or other evidence, as required by the Code or Treasury Regulations issued pursuant thereto, including Internal Revenue Service Form 1001 or Form 4224 and any other certificate or statement of exemption required by Treasury Regulation Section 1.1441-1, 1.1441-4 or 1.1441-6(c) or any subsequent version thereof or subsequent version thereto, properly completed and duly executed by such Bank establishing that such payment is (a) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with conduct by such Bank of a trade or business in the United States or (b) totally exempt from United States Federal withholding tax, or (other than in the case of such Bank on the date such Bank became a party to this Credit Agreement), subject to a reduced rate of such tax under a provision of an applicable tax treaty and in any event not subject to any back-up withholding. In addition, on or before the date on which each Foreign Borrower becomes a party to this Credit Agreement, and from time to time thereafter upon any change in status rendering any certificate or document previously delivered pursuant to this paragraph invalid or inaccurate, each Bank that is organized under the laws of a jursidiction other than that in which such Borrower is organized shall, to the extent requested by such Borrower and to the fullest extent that it lawfully may do so, deliver to such Borrower such certificates, documents, or other evidence, as required by applicable law or treaty, properly completed and duly executed by such Bank, establishing that such payment is (x) not subject to withholding tax under the law of such jurisdiction or (y) totally exempt from such withholding tax or subject to a reduced rate of such tax under a provision of an applicable tax treaty, and in any event not subject to any back-up withholding. The relevant Borrower agrees to furnish to each Bank the applicable tax forms promptly upon request therefor. Neither the Parent nor any Borrower shall be required to pay any additional amounts to any Bank pursuant to Section 7.3 or this Section 7.7 to the extent that the obligation to pay such additional amounts would not have arisen but for a failure by such Bank to comply with the provisions of the preceding sentences. Any Bank claiming any additional amounts payable pursuant to Section 7.3 or this Section 7.7 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested in writing by the Parent or to change the jurisdiction of its applicable lending certificate office if the making of such a filing or change would avoid the need for or substantially reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole and absolute determination of such Bank be otherwise disadvantageous to such Bank, which determination by such Bank shall be conclusive. If a Bank or the Agent shall become aware that it is entitled to receive a refund in respect of taxes as to which it has been indemnified by the Parent or any Borrower pursuant to Section 7.3 or this Section 7.7, it shall promptly notify the Parent of the availability of such refund and shall, within thirty (30) days after receipt of a request by the Parent, apply for such refund at the Parent's expense. If any Bank or the Agent, as applicable, receives a refund in respect of any taxes to which it has been indemnified by the Parent pursuant to Section 7.3 or this Section 7.7, it shall promptly repay such refund to the Parent (to the extent of amounts that have been paid by the Parent or any Borrower under Section 7.3 or this Section 7.7 with respect to such refund), net of all out-of-pocket expenses (including taxes imposed with respect to such refund) of such Bank or the Agent, as applicable, and without interest; provided, however, that the Borrower, upon the request of such Bank or the Agent, as applicable, agrees to return such refund (plus penalties, interest or other charges) to such Bank or the Agent in the event such Bank or the Agent is required to repay such refund. In addition, if any Borrower or the Parent makes a payment of any amounts in respect of taxes under Section 7.3 or this Section 7.7 and such Bank later realizes any other type of tax saving or other benefit (whether by receipt of a foreign tax credit, relief or repayment in respect of any tax or other imposition paid or payable by it or otherwise) in any jurisdiction, if such Bank determines, in its sole discretion and using any method which such Bank deems appropriate, that all or any portion of such tax saving or benefit is allocable to any taxes paid or indemnified by the Parent or any Borrower under this Credit Agreement, such Bank will promptly pay to such Borrower or the Parent, as the case may be, an amount equal to such portion. Nothing contained in this paragraph shall (a) entitle the Parent or any Borrower to inspect or review any books or records of any Bank, (b) require any Bank to disclose any information concerning its tax position or any other information determined by any Bank, in its sole discretion to be confidential or proprietary, (c) require any Bank to establish procedures for allocating to specific transactions any tax savings or benefits attributable to payments in respect of taxes of the type described in Section 7.3 and Section 7.7 or (d) require any Bank to disclose or detail the basis of any calculation of the amount of any tax saving or benefit obtained by such Bank or the basis of any determination made by such Bank under this paragraph.
Appears in 1 contract
Sources: Revolving Credit Agreement (Sensormatic Electronics Corp)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank, any Issuing Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank, any Issuing Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank, Issuing Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank, any Issuing Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or
(d) impose on any Bank, any Issuing Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to any Bank or any Issuing Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's CommitmentCommitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment Commitment, any Letter of Credit or any of the Loans, oror 50 -42-
(iii) to require such Bank, such Issuing Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank, such Issuing Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon within ten (10) Business Days following demand made by such Bank, such Issuing Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank, such Issuing Bank or the Agent such additional amounts as will be sufficient to compensate such Bank, such Issuing Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Aviall Inc)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment (including the Swing Loan Commitment) or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit from, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment (including the Swing Loan Commitment), or any class of loans or commitments of which any of the Loans or such Bank's Commitment (including the Swing Loan Commitment) forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment (including the Swing Loan Commitment), or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment (including the Swing Loan Commitment) or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon within fifteen (15) days of demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent. Notwithstanding the foregoing, the Borrower shall have the right, in lieu of making the payment referred to in this Section 4.9, to prepay the Loans and terminate the Commitments within thirty (30) days of such demand and avoid the payment of the amounts otherwise due under this Section 4.9, provided, however, that the Borrower shall be required to pay together with such prepayment of the Loans all other costs, damages and expenses otherwise due under Section 4.8 of this Agreement.
Appears in 1 contract
Sources: Revolving Credit Agreement (New Plan Excel Realty Trust Inc)
Additional Costs, Etc. If any future applicable, or any change in the application or interpretation of any present or future applicable lawapplicable, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority Government Mandate (whether or not having the force of law), shall:
(a) subject any Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction deduction, or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, Americas 91904575 (2K) such Bank's Commitment ’s Commitment, or the Loans (other than taxes based upon or measured Indemnified Taxes and Other Taxes covered by the income or profits of such Bank or the AgentSection 4.11 and Excluded Taxes), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documentsimpose, or
(c) impose or increase increase, or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, compulsory loan, insurance charge, assessment, liquidity, capital adequacy adequacy, or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or
(dc) impose on any Bank or the Administrative Agent any other conditions conditions, cost or expense or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's ’s Commitment, or any class of loans or commitments of which any of the Loans or such Bank's ’s Commitment forms a part, and the result of any of the foregoing is:
(i) to increase by an amount deemed by such Bank to be material with respect to the cost to any Bank of making, continuing, converting to, funding, issuing, renewing, extending extending, or maintaining any of the Loans or such Bank's ’s Commitment, or
(ii) to reduce reduce, by an amount deemed by such Bank or the Administrative Agent, as the case may be, to be material, the amount of principal, interest interest, or other amount payable to such Bank or the Administrative Agent hereunder on account of such Bank's Commitment ’s Commitment, or any of the Loans, or
(iii) to require such Bank or the Administrative Agent to make any payment that, but for such conditions or to requirements described in clauses (a) through (d), would not be payable hereunder, or forego any interest or other sum that, but for such conditions or requirements described in clauses (a) through (d), would be payable to such Bank or the Administrative Agent hereunder, in any case the amount of which payment or foregone interest or other sum is deemed by such Bank or the Administrative Agent, as the case may be, to be material and is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or (as the case may be) the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Bank or (as the case may be) the Administrative Agent at any time and from time to time (such demand to be made in any case not later than the first to occur of (I) the date one year after such event described in clause (i), (ii), or (iii) giving rise to such demand, and (II) the date ninety (90) days after both the payment in full of all Outstanding Loans, and the termination of the Commitments) and as often as the occasion therefor may arise, pay to such Bank or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank or the Administrative Agent for such additional cost, reduction, payment or payment, foregone interest or other sum. Subject to the terms specified above in this Section 4.6, the obligations of the Borrowers under this Section 4.6 shall survive repayment of the Loans and termination of the Commitments.
Appears in 1 contract
Sources: Revolving Credit Agreement (Alliancebernstein L.P.)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank Lender or the Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender, or
(d) impose on any Bank Lender or the Agent any other conditions or requirements with respect to this Credit Agreement, any Letters of Credit, the other Loan Documents, the Loans, such BankLender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Loans or such BankLender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such BankLender's CommitmentCommitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount amounts payable to such Bank Lender or the Agent hereunder on account of such BankLender's Commitment Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Bank Lender or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Agent from the Borrower Borrowers hereunder, then, and in each then such case, Lender or the Borrower will, upon demand made by such Bank or Agent (as the case may be) shall so notify the Agent at any time Borrowers (which notice shall include a brief statement of the basis for the determination thereof), and, to the extent that the costs of such change are not reflected in the Base Rate, or other amounts charged to the Borrowers hereunder, the Borrowers and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Agent such additional amounts as shall thereafter attempt to negotiate an adjustment to the compensation payable hereunder which will be sufficient to adequately compensate such Bank Lender or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. If the Borrowers and such Lender or the 47 -41- Agent (as the case may be) are unable to agree to such adjustment within forty-five (45) days following the day on which the Borrowers receive such notice (but not earlier than the effective date of any such change), then commencing on the date of such notice, the amounts payable by the Borrowers hereunder shall increase by an amount which will, in such Lender's or (as the case may be) the Agent's reasonable determination, provide adequate compensation for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. In making any determinations contemplated by this Section 5.7, any Lender or the Agent may make such reasonable estimates, assumptions, allocations and the like as such Lender or the Agent in good faith determines to be appropriate, and such Lender's or the Agent's selection thereof and the determination made by it on the basis thereof, shall be final, binding and conclusive on the Borrowers except, in the case of such determination, for manifest errors in computations or transmission.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the AgentAgent or based upon any United States withholding tax for any non U.S. Bank to the extent such non-U.S. Bank failed to comply with Section 6.2.2), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's CommitmentCommitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Western Digital Corp)
Additional Costs, Etc. If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall:
(a) subject any such Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank imposed by the jurisdiction of its incorporation or organization, or the Agentlocation of its lending office), ; or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to any such Bank of the principal or of or the interest on any Loans or any other amounts payable to any such Bank or the Agent under this Credit Agreement or the other Loan Documents, ; or
(c) except as provided in Section 6.5 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the applicable rate for Competitive Bid Loans, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any Bank with respect to this Agreement, the other Loan Documents, such Bank, 's Commitment or the Loans; or
(d) impose on any such Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, Commitment or any class of loans or commitments of which any of the Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to any such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Commitment, orCommitment or issuing or participating in Letters of Credit;
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment Commitment, the Loans or any of the Loans, Reimbursement Obligations; or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor therefore may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to such Bank or the Agent such reasonable additional amounts as will be sufficient to compensate such Bank or the Agent for such additional costcosts, reduction, payment or foregone interest or other sum.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Tranche A Commitment or Tranche B Commitment or any of the Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any of the Loans, such Bank's Tranche A Commitment or Tranche B Commitment, or any class of loans or commitments of which any of the Loans or such Bank's Tranche A Commitment or Tranche B Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Tranche A Commitment or Tranche B Commitment, or
(ii) to reduce the amount of principal, interest interest, or other amount payable to such Bank or the Agent hereunder on account of such Bank's Tranche A Commitment or Tranche B Commitment or any of the Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 1 contract
Sources: Revolving Credit Agreement (Silverleaf Resorts Inc)
Additional Costs, Etc. If any change in any present or the enactment of any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's Commitment, or any class of loans or commitments of which any of the Revolving Credit Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the Revolving Credit Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sumsum provided, that such Bank shall have made demand on other customers to which such additional costs are applicable with respect to other loan facilities similar to those provided in this Credit Agreement.
Appears in 1 contract
Sources: Revolving Credit Agreement (Decisionone Holdings Corp)
Additional Costs, Etc. If any present or future applicable law, which --------------------- expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Revolving Credit Loans, such Bank's Commitment, or any class of loans or commitments of which any of the Revolving Credit Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the Revolving Credit Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 1 contract
Sources: Revolving Credit Agreement (Answer Think Consulting Group Inc)
Additional Costs, Etc. If any change in any present applicable law or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Revolving Credit Loans, such Bank's Commitment, or any class of loans loans, letters of credit, or commitments of which any of the Revolving Credit Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank by an amount which such Bank deems to be material of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment or any of the Revolving Credit Loans, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by receipt of the certificate referred to in ss.4.9 from such Bank or (or, as the case may be) , the Agent Agent, at any time and from time to time and as often as the occasion therefor thereof may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum.
Appears in 1 contract
Sources: Revolving Credit Agreement (Freedom Securities Corp /De/)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit or participations therein, such Bank's Commitment or the Loans or participations therein (other than taxes based upon or measured by the income or profits of such Bank or the Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by or participated in, or commitments of an office of any Bank, or
(d) impose on any Bank or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to any Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's CommitmentCommitment or any Letter of Credit or participations therein, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Agent hereunder on account of such Bank's Commitment Commitment, any Letter of Credit or any of the LoansLoans or any participations therein, or
(iii) to require such Bank or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Borrower Borrowers hereunder, ; then, and in each such case, the Borrower Borrowers will, upon demand made by such Bank or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Agent such additional amounts as will be sufficient to compensate such Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sumsum (after such Bank shall have allocated the same fairly and equitably among all customers of any class generally affected thereby).
Appears in 1 contract
Additional Costs, Etc. (a) If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), Change in Law shall:
(ai) subject any Bank Lender or the Agent L/C Issuer to any tax, levy, impost, duty, charge, fee, deduction or withholding tax of any nature kind whatsoever with respect to this Credit Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurocurrency Rate Loan made by it, or change the other Loan Documents, basis of taxation of payments to such Bank's Commitment Lender or the Loans L/C Issuer in respect thereof (other than taxes based upon except for Indemnified Taxes or measured Other Taxes covered by §4.4 and the income imposition of, or profits of any change in the rate of, any Excluded Tax payable by such Bank Lender or the AgentL/C Issuer), ; or
(bii) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent Lender under this Credit Agreement or the other Loan Documents, or
(ciii) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans Loans by, or commitments of an office of any BankLender (except any reserve requirement contemplated by §4.5(b)), or
(div) impose on any Bank or the Agent Lender any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's the Total Commitment, or any class of loans Loans or commitments of which any of the Loans or such Bank's the Total Commitment forms a part, ; and the result of any of the foregoing is
(iA) to increase the cost to any Bank such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Bank's Lender’s Commitment, or
(iiB) to reduce the amount of principal, interest or other amount payable to such Bank Lender or the Agent hereunder on account of such Bank's Commitment the Commitments or any of the Loans, or
(iiiC) to require such Bank Lender or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as within ten days after submission of the case may be) the Agent at any time and from time applicable certificate pursuant to time and as often as the occasion therefor may arise§4.7, pay to such Bank Lender or the Agent Agent, to the extent permitted by law, such additional amounts as will be sufficient to compensate such Bank Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum, provided that the Borrower shall not be required to compensate a Lender or the Agent pursuant to this Section for any such additional amounts incurred more than 180 days prior to the date that such Lender or the Agent, as the case may be, provides notice thereof to the Borrower; provided further that, if the event giving notice to such additional amount is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. Notwithstanding the foregoing provisions of this Section, neither any Lender, the Agent nor the L/C Issuer shall be entitled to a payment pursuant to this Section if it is not at the time the general policy or practice of the Lender, the Agent or the L/C Issuer to demand such a payment in similar circumstances in similar credit agreements.
Appears in 1 contract
Sources: Credit Agreement (Liberty Property Limited Partnership)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such BankLender's Revolving Credit Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender, or
(d) impose on any Bank Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such BankLender's Revolving Credit Commitment, or any class of loans loans, letters of credit or commitments of which any of the Loans or such BankLender's Revolving Credit Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such BankLender's CommitmentRevolving Credit Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank Lender or the Administrative Agent hereunder on account of such BankLender's Commitment Revolving Credit Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Bank Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Bank Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Furrs Restaurant Group Inc)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank Lender or Fronting Bank, the Issuing Bank, or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such BankLender's Commitment Commitment, the Loans or the any payment of interest or fees payable with respect to any Loans (other than taxes based upon or measured by the income or profits of such Lender, Issuing Bank, Fronting Bank or Agent, or bank franchise taxes), but including any tax or withholding applicable to any payment to be made by a Fronting Bank to the AgentAgent pursuant to Section 6.3.2(a), or by any Lender to the Agent for the account of a Fronting Bank pursuant to Section 6.12.2, or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsprofits or bank franchise taxes) of payments to any Bank Lender of the principal of or the interest on any Loans or any other amounts payable to any Bank Lender or the Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, 51 -44- or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an any office of any Lender (including any Fronting Bank or the Issuing Bank), and including, without limitation, any MLA costs with respect to Sterling Facility Loans or indemnification obligations of any Lender with respect thereto, or
(d) impose on any Lender (including any Fronting Bank or the Issuing Bank) or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such BankLender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Loans or such BankLender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such BankLender's CommitmentCommitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank Lender or the Agent hereunder on account of such BankLender's Commitment Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Bank Lender or the Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower will, upon within fifteen (15) days after demand made by such Lender or Fronting Bank or (as the case may be) the Agent or the Issuing Bank at any time and from time to time and as often as the occasion therefor may arise, the Borrowers will (but, in the case of GmbH, subject to Section 30 of the GmbH Act of Germany) jointly and severally pay to such Lender, Fronting Bank, Agent or Issuing Bank or the Agent such additional amounts as will be sufficient to compensate such Bank Lender, Fronting Bank, Agent or Issuing Bank, as the Agent case may be, for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum.
Appears in 1 contract
Additional Costs, Etc. If any future applicable, or any change in the application or interpretation of any present or future applicable lawapplicable, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other authority Government Mandate (whether or not having the force of law), shall:
(a) subject any Bank or the Agent Lender to any tax, levy, impost, duty, charge, fee, deduction deduction, or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, such Bank's Commitment the Commitment, or the Loans (other than taxes based upon or measured by the income or profits of such Bank or the AgentIndemnified Taxes, Other Taxes and Excluded Taxes), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Agent under this Credit Agreement or the other Loan Documentsimpose, or
(c) impose or increase increase, or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, compulsory loan, insurance charge, assessment, liquidity, capital adequacy adequacy, or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bankthe Lender, or
(dc) impose on any Bank or the Agent Lender any other conditions conditions, cost or expense or requirements with respect to this Credit Agreement, the other Loan Documents, the Loans, such Bank's the Commitment, or any class of loans or commitments of which any of the Loans or such Bank's the Commitment forms a part, and the result of any of the foregoing is:
(i) to increase by an amount deemed by the Lender to be material with respect to the cost to any Bank the Lender of making, continuing, converting to, funding, issuing, renewing, extending extending, or maintaining any of the Loans or such Bank's the Commitment, or
(ii) to reduce reduce, by an amount deemed by the Lender to be material, the amount of principal, interest interest, or other amount payable to such Bank or the Agent Lender hereunder on account of such Bank's Commitment the Commitment, or any of the Loans, or
(iii) to require such Bank or the Agent Lender to make any payment that, but for such conditions or to requirements described in clauses (a) through (d), would not be payable hereunder, or forego any interest or other sum that, but for such conditions or requirements described in clauses (a) through (d), would be payable to the Lender hereunder, in any case the amount of which payment or foregone interest or other sum is deemed by the Lender to be material and is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent Lender from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the case may be) the Agent Lender at any time and from time to time (such demand to be made in any case not later than the first to occur of (I) the date one year after such event described in clause (i), (ii), or (iii) giving rise to such demand, and (II) the date ninety (90) days after both the payment in full of all Outstanding Loans, and the termination of the Commitment) and as often as the occasion therefor may arise, pay to such Bank or the Agent Lender such additional amounts as will be sufficient to compensate such Bank or the Agent Lender for such additional cost, reduction, payment or payment, foregone interest or other sum. Subject to the terms specified above in this Section 4.4, the obligations of the Borrower under this Section 4.4 shall survive repayment of the Loans and termination of the Commitment.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Bank Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Bank's Lender’s Revolving Credit Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Bank Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes based on or measured by net income or profits) of payments to any Bank Lender of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Bank Lender or the Administrative Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any BankLender, or
(d) impose on any Bank Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Revolving Credit Loans, such Bank's Lender’s Revolving Credit Commitment, or any class of loans loans, letters of credit or commitments of which any of the Revolving Credit Loans or such Bank's Lender’s Revolving Credit Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such Bank's CommitmentLender’s Revolving Credit Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank Lender or the Administrative Agent hereunder on account of such Bank's Commitment Lender’s Revolving Credit Commitment, any Letter of Credit or any of the Revolving Credit Loans, or
(iii) to require such Bank Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender or the Administrative Agent from the Borrower Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Bank Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank Lender or the Administrative Agent such additional amounts as will be sufficient to compensate such Bank Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum.
Appears in 1 contract
Sources: Revolving Credit Agreement (McCormick & Schmick Holdings, L.L.C.)