Common use of Changes in Legal Requirements Clause in Contracts

Changes in Legal Requirements. If, after the date hereof, the adoption of any Legal Requirement, or any change therein, or any change in the interpretation or administration thereof by any U.S., New York State and/or foreign Governmental Authority, quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, including, without limitation, ▇▇▇▇-▇▇▇▇▇, (i) subjects such Lender to any additional charge with respect to the Note or to Taxes (other than Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) imposes, modifies or makes applicable any additional reserve, assessment, insurance charge, special deposit, Reserve Requirement or similar requirement against assets of, deposits with or for the account of, or credit extended by, such Lender, or (iii) imposes any other condition the result of which is to increase the cost or expense (other than Taxes) to any Lender or any applicable Lending Installation of making, funding or maintaining its eurocurrency loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its eurocurrency loans or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of eurocurrency loans made, or interest received, by it by an amount deemed material by such Lender, and the result of any of the foregoing is to increase the costs to such Lender of making, funding or maintaining the Loan, to reduce any amount received or receivable by such Lender thereunder or to reduce the rate of return on such Lender’s capital in respect of the Loan, then, within thirty (30) days after demand by such Lender pursuant to this paragraph (d) of Schedule 2.5, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided, however, that under no circumstance shall Borrower be obligated to gross up such Lender for Connection Income Taxes imposed on such Lender. No Lender shall discriminate against Borrower in making such demand. Such Lender’s determination of the amount of such increased cost or reduction shall be conclusive, absent manifest error.

Changes in Legal Requirements. If, after the date hereof, the adoption of any Legal Requirement, or any change therein, or any change in the interpretation or administration thereof by any U.S., New York State and/or foreign Governmental Authority, quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, including, without limitation, ▇▇▇▇-▇▇▇▇▇, (i) subjects such Lender to any additional charge with respect to the Note or to Taxes (other than Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) imposes, modifies or makes applicable any additional reserve, assessment, insurance charge, special deposit, Reserve Requirement deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, such Lender, or (iii) imposes any other condition the result of which is to increase the cost or expense (other than Taxes) to any Lender or any applicable Lending Installation of making, funding or maintaining its eurocurrency loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its eurocurrency loans or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of eurocurrency loans made, or interest received, by it by an amount deemed material by such Lender, and the result of any of the foregoing is to increase the costs to such Lender of making, funding or maintaining the Loan, to reduce any amount received or receivable by such Lender thereunder or to reduce the rate of return on such Lender’s capital in respect of the Loan, then, within thirty (30) days after demand by such Lender pursuant to this paragraph (d) of Schedule 2.5Section 2.5(d), Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided, however, that under no circumstance shall Borrower be obligated to gross up such Lender for Connection Income Taxes imposed on such Lender. No Lender shall discriminate against Borrower in making such demand, and such obligation shall be applied to Borrower on a non-discriminatory basis along with other similarly situated borrowers under mortgage loans similar to the Loan. Such Lender’s determination of the amount of such increased cost or reduction shall be conclusive, absent manifest error.

Changes in Legal Requirements. If, after the date hereof, the adoption of any Legal Requirement, or any change therein, or any change in the interpretation or administration thereof by any U.S., New York State and/or foreign Governmental Authority, quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by any Lender Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, including, without limitation, ▇▇▇▇-▇▇▇▇▇, (i) subjects such Lender Bank to any additional charge with respect to the Note or to Taxes on payments to such Bank of principal, interest or other amounts due hereunder (other than Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto), (ii) imposes, modifies or makes applicable any additional reserve, assessment, insurance charge, special deposit, Reserve Requirement or similar requirement against assets of, deposits with or for the account of, or credit extended by, such LenderBank, or (iii) imposes any other condition the result of which is to increase the cost or expense (other than Taxes) to any Lender Bank or any applicable Lending Installation of making, funding or maintaining its eurocurrency loans or reduces any amount receivable by any Lender Bank or any applicable Lending Installation in connection with its eurocurrency loans or requires any Lender Bank or any applicable Lending Installation to make any payment calculated by reference to the amount of eurocurrency loans made, or interest received, by it by an amount deemed material by such LenderBank, and the result of any of the foregoing is to increase the costs to such Lender Bank of making, funding or maintaining the Loan, to reduce any amount received or receivable by such Lender Bank thereunder or to reduce the rate of return on such LenderBank’s capital in respect of the Loan, then, within thirty (30) days after demand by such Lender Bank pursuant to this paragraph (d) of Schedule 2.5Section 2.5(d), Borrower shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction; provided, however, that under no circumstance shall Borrower be obligated to gross up such Lender Bank for Connection Income Taxes imposed on such LenderBank. No Lender Bank shall discriminate against Borrower in making such demand. Such LenderBank’s determination of the amount of such increased cost or reduction shall be conclusive, absent manifest error. In the event that the provisions of this Section 2.5(d) result in a materially adverse economic consequence to Borrower, Borrower shall be permitted to prepay the Loan, in whole or in part, in accordance with Section 2.3(d), but without Spread Maintenance, in lieu of any payment otherwise required hereunder.