Common use of Changes; Legal Restrictions Clause in Contracts

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects a Lender or an Issuing Bank (or its Applicable Lending Office) to charges (other than Taxes) of any kind which is applicable to the Commitments of the Lenders and/or the Issuing Banks to make Fixed Rate Loans or to Issue or create and/or participate in Letters of Credit or Acceptances; or (ii) imposes, modifies or holds applicable, any reserve (other than reserves taken into account in calculating any Fixed Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Affiliate of that Lender or Issuing Bank; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 2 contracts

Sources: Credit Agreement (Donna Karan International Inc), Credit Agreement (Donna Karan International Inc)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank Lender or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects does or will subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Eurodollar Affiliate) to charges (other than Taxestaxes) of any kind which is such Lender reasonably determines to be applicable to the Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or change the basis of taxation of payments to Issue that Lender of principal, fees, interest, or create and/or participate in Letters of Credit or Acceptancesany other amount payable hereunder with respect to Eurodollar Rate Loans; or (iib) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of a Lender, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing BankLender; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to Borrower shall immediately pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 2 contracts

Sources: Credit Agreement (Dyncorp), Credit Agreement (Dyncorp)

Changes; Legal Restrictions. If In the event that after the date hereof any Lender or Issuing Bank determines that Closing Date (A) the adoption or implementation of or any change in any law, treaty, rule, regulation, guideline or determination of a court or Governmental Authority or any change in the interpretation or administration of any law application thereof by a court or regulation Governmental Authority, or (B) compliance by Agent, Swingline Lender, Issuing Lender or any guideline Lender with any request or request directive made or issued after the Closing Date (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereofauthority: (i) subjects a Agent, Swingline Lender, Issuing Lender or an Issuing Bank (any Lender to any tax, duty or its Applicable Lending Office) to charges (other than Taxes) charge of any kind which is applicable with respect to the Commitments Facility, this Agreement or any of the Lenders and/or other Loan Documents or the Issuing Banks to make Fixed Rate Loans or to Issue or create and/or participate in the Letters of Credit or Acceptances; orchanges the basis of taxation of payments to Agent, Swingline Lender, Issuing Lender or such Lender of principal, fees, interest or any other amount payable hereunder, except for net income, gross receipts, gross profits or franchise taxes imposed by any jurisdiction and not specifically based upon loan transactions; (ii) imposes, modifies or holds applicable, in the determination of Agent, Swingline Lender, Issuing Lender or any reserve (other than reserves taken into account in calculating Lender, any Fixed Rate)reserve, special deposit, compulsory loan, FDIC insurance insurance, capital allocation or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made or other credit extended by, or any other acquisition of funds by, a Agent, Swingline Lender, Issuing Lender or an Issuing Bank such Lender or any Applicable Lending Office applicable lending office (except to the extent that the reserve and FDIC insurance requirements are reflected in the "Base Rate" or Fixed Rate Affiliate of that "LIBOR Rate"); or (iii) imposes on Agent, Swingline Lender, Issuing Lender or Issuing Bankany Lender any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date; and the result of any of the foregoing is to (X) increase the cost to that Agent, Swingline Lender, Issuing Lender or Issuing Bank any Lender of making, renewing renewing, maintaining or maintaining participating in the Loans or its Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunderhereunder or thereunder or (Y) to require Agent, Swingline Lender, Issuing Lender or any Lender or any applicable lending office to make any payment calculated by reference to the amount of the Loan held or interest received by it; then, in any such case, upon written demand by such Borrower shall promptly pay to Agent, Swingline Lender, Issuing Lender or Issuing Bank (with a copy of such demand to the Administrative Agent)Lender, the Borrowers jointly and severally agree promptly to pay to the Administrative Agent for the account of such Lender or Issuing Bankas applicable, from time to time as specified by such Lender or Issuing Bankupon demand, such amount or amounts (based upon a reasonable allocation thereof by Agent, Swingline Lender, Issuing Lender or such Lender to the financing transactions contemplated by this Agreement and affected by this Section 2.03(g)) as may be necessary to compensate Agent, Swingline Lender, Issuing Lender or such Lender or Issuing Bank or its Fixed Rate Affiliate for any such additional cost incurred incurred, reduced amounts received or reduced amount receivedadditional payments made to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such additional costs, losses and payments on other borrowers in similar circumstances. Such demand Agent, Swingline Lender, Issuing Lender or such Lender shall be accompanied deliver to Borrower and in the case of a delivery by a Lender, such Lender shall also deliver to Agent, a written statement as to the amount of such compensation and include a summary in reasonable detail of the claimed additional costs incurred, reduced amounts received or additional payments made and the basis for therefor as soon as reasonably practicable after Agent or such demand. Such statement shall be conclusive and binding for all purposesLender, absent manifest erroras applicable, obtains knowledge thereof.

Appears in 2 contracts

Sources: Credit Agreement (Equity Lifestyle Properties Inc), Credit Agreement (Manufactured Home Communities Inc)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank reasonably determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank Lender or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects a Lender or an Issuing Bank (or its Applicable Lending Office) to charges (other than Taxes) of any kind which is applicable to the Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or changes the basis of taxation of payments to Issue that Lender of principal, fees, interest, or create and/or participate in Letters of Credit or Acceptancesany other amount payable hereunder with respect to Eurodollar Rate Loans; or (ii) imposes, modifies modifies, or holds applicable, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing BankLender; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to shall immediately pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 2 contracts

Sources: Credit Agreement (General Inspection Laboratories Inc), Credit Agreement (General Inspection Laboratories Inc)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change Change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereofLaw shall: (ia) subjects subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Eurodollar Affiliate) or the London interbank market to charges any condition, cost or expense (other than Taxes) of any kind which is such Lender reasonably determines to be applicable to the Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or to Issue or create and/or participate in Letters of Credit or AcceptancesLoans; or (iib) imposessubject any Recipient to any Taxes (other than (A) Indemnified Taxes, modifies (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its Loans, Commitments, or holds other Obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (c) impose, modify, or hold applicable, in the determination of a Lender, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, liquidity, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing BankLender; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, converting, continuing, renewing or maintaining the Loans or its Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances Commitment or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to shall immediately pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.3 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Appears in 2 contracts

Sources: Senior Secured Term Loan Agreement (Washington Prime Group, L.P.), Senior Secured Term Loan Agreement (Washington Prime Group, L.P.)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank Lender or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) (x) subjects a Lender or an Issuing Bank (or its Applicable Lending Office) to charges (other than Taxes) of any kind which is applicable to the Revolving Loan Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans Loans, or (y) changes the basis of taxation of, or subjects to Issue tax, payments to a Lender of principal, fees, interest, or create and/or participate in Letters of Credit or Acceptancesany other amount payable hereunder with respect to any Loans; or (ii) imposes, modifies modifies, or holds applicable, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing BankLender; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Revolving Loan Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon within thirty (30) days after written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to Borrower shall pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. Any notice given by any Lender under this Section 4.01(f) shall be effective only if given within one year after such Lender becomes aware or should have become aware of the events giving rise to such notice.

Appears in 1 contract

Sources: Credit Agreement (Watson Pharmaceuticals Inc)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-quasi- governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects does or will subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Eurodollar Affiliate) to charges (other than Taxestaxes) of any kind which is such Lender or Issuing Bank reasonably determines to be applicable to the Revolving Credit Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or to Issue or create issue and/or participate in Letters of Credit or Acceptanceschange the basis of taxation of payments to that Lender or Issuing Bank of principal, fees, interest, or any other amount payable hereunder with respect to Eurodollar Rate Loans or Letters of Credit; or (iib) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of a Lender or an Issuing Bank, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing Bank; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments Revolving Credit Commitment with respect to, or issuing or participating in in, the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to Borrower shall immediately pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Rhi Holdings Inc)

Changes; Legal Restrictions. If after the date hereof any Lender or any Issuing Bank reasonably determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank Lender or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects a Lender or an Issuing Bank (or its Applicable Lending Office) to charges (other than Taxes) of any kind which is applicable to the Commitments of the Lenders and/or the Issuing Banks Bank to make Fixed Eurodollar Rate Loans or to Issue or create issue and/or participate in Letters of Credit or Acceptanceschanges the basis of taxation of payments to that Lender or the Issuing Bank of principal, fees, interest, or any other amount payable hereunder with respect to Eurodollar Rate Loans or letters of Credit; or (ii) imposes, modifies modifies, or holds applicable, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or that Issuing Bank; and the result of any of the foregoing is to increase the cost to that Lender or that Issuing Bank of making, renewing or maintaining the Loans or its Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or such Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to Borrower shall immediately pay to the Administrative Agent for the account of such Lender or such Issuing Bank, from time to time as specified by such Lender or such Issuing Bank, such amount or amounts as may be necessary to compensate such Lender or such Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Stellex Industries Inc)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects does or will subject a Lender or an Issuing Bank (or its Applicable Lending Office) to charges (other than Taxestaxes) of any kind which is such Lender or Issuing Bank reasonably determines to be applicable to the Revolving Credit Commitments of the Lenders and/or the Issuing Banks to make Fixed Rate Loans or to Issue or create issue and/or participate in Letters of Credit or Acceptanceschange the basis of taxation of payments to that Lender or Issuing Bank of fees, interest, or any other amount payable hereunder with respect to Letters of Credit; or (iib) imposesdoes or will impose, modifies modify, or holds applicablehold appli cable, in the determination of a Lender or an Issuing Bank, any reserve (other than reserves taken into account in calculating any Fixed Rate)reserve, special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Affiliate of that Lender or Issuing Bank; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Revolving Credit Commitments with respect to, or issuing or participating in in, the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to Borrower shall immediately pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Aviation Sales Co)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-quasi- governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects does or will subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Eurodollar Affiliate) to charges (other than Taxestaxes) of any kind which is such Lender or Issuing Bank reasonably determines to be applicable to the Revolving Credit Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or to Issue or create issue and/or participate in Letters of Credit or Acceptanceschange the basis of taxation of payments to that Lender or Issuing Bank of principal, fees, interest, or any other amount payable hereunder with respect to Eurodollar Rate Loans or Letters of Credit; or (iib) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of a Lender or an Issuing Bank, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing Bank; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments Revolving Credit Commitment with respect to, or issuing or participating in in, the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Collateral Agent), the Borrowers jointly and severally agree promptly to shall immediately pay to the Administrative Collateral Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Fairchild Corp)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank --------------------------- determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Eurodollar Affiliate) to charges (other than Taxestaxes) of any kind which is such Lender reasonably determines to be applicable to the Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or change the basis of taxation of payments to Issue that Lender of principal, fees, interest, or create and/or participate any other amount payable hereunder with respect to Eurodollar Rate Loans (other than taxes excluded in Letters of Credit or AcceptancesSection 13.1(a) hereof); or (iib) imposes, modifies modifies, or holds applicable, in the determination of a Lender, any reserve (other than reserves taken into account in calculating any Fixed Rate)reserve, special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended ex tended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing Bankin respect of Eurodollar Loans; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances Commitment or to reduce any amount receivable thereunder; then, in any such case, upon within ten (10) Business Days after written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to Borrower shall immediately pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Reckson Associates Realty Corp)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects does or will subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Eurodollar Affiliate) to charges (other than Taxestaxes) of any kind which is such Lender reasonably determines to be applicable to the Revolving Credit Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or to Issue IBOR Rate Loans or create issue and/or participate in Letters of Credit or Acceptanceschange the basis of taxation of payments to that Lender of principal, fees, interest, or any other amount payable hereunder with respect to Eurodollar Rate Loans, IBOR Rate Loans, Letters of Credit or Money Market Loans; or (iib) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of a Lender, any 148 reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing BankLender; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments Revolving Credit Commitment or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Payment and Disbursement Agent), the Borrowers jointly and severally agree promptly to Borrower shall immediately pay to the Administrative Payment and Disbursement Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Simon Property Group L P /De/)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects a Lender or an Issuing Bank (or its Applicable Lending Office) to charges (other than Taxes) of any kind which is applicable to the Revolving Credit Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurocurrency Rate Loans or to Issue or create issue and/or participate in Letters of Credit or Acceptances; orchanges the basis of taxation of payments to that Lender or Issuing Bank of principal, fees, interest, or any other amount (ii) imposes, modifies modifies, or holds applicable, any reserve (other than reserves taken into account in calculating any Fixed the Eurocurrency Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurocurrency Affiliate of that Lender or Issuing Bank; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Revolving Credit Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to Company shall immediately pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurocurrency Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a detailed summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Insilco Corp/De/)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over 115 any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Eurodollar Affiliate) to charges (other than Taxestaxes) of any kind which is such Lender reasonably determines to be applicable to the Revolving Credit Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or to Issue or create issue and/or participate in Letters of Credit or Acceptanceschange the basis of taxation of payments to that Lender of principal, fees, interest, or any other amount payable hereunder with respect to Eurodollar Rate Loans, Competitive Bid Loans or Letters of Credit (other than taxes excluded in Section 13.1(a) hereof); or (iib) imposes, modifies modifies, or holds applicable, in the determination of a Lender, any reserve (other than reserves taken into account in calculating any Fixed Rate)reserve, special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender in respect of Eurodollar Loans or Issuing BankLetters of Credit; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments Revolving Credit Commitment or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon within ten (10) Business Days after written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to Borrower shall immediately pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Reckson Operating Partnership Lp)

Changes; Legal Restrictions. If after the date hereof any --------------------------- Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-quasi- governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank Lender or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) (x) subjects a Lender or an Issuing Bank (or its Applicable Lending Office) to charges (other than Taxes) of any kind which is applicable to the Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans Loans, or (y) changes the basis of taxation of, or subjects to Issue tax, payments to a Lender of principal, fees, interest, or create and/or participate in Letters of Credit or Acceptancesany other amount payable hereunder with respect to any Loans; or (ii) imposes, modifies modifies, or holds applicable, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing BankLender; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon within thirty (30) days after written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to Borrower shall pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. Any notice given by any Lender under this Section 4.01(f) shall be --------------- effective only if given within one year after such Lender becomes aware or should have become aware of the events giving rise to such notice.

Appears in 1 contract

Sources: Credit Agreement (Watson Pharmaceuticals Inc)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-quasi- governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects a Lender or an Issuing Bank (or its Applicable Lending Office) to charges (other than Taxes) of any kind which is that are applicable to the Revolving Credit Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurocurrency Rate Loans or to Issue or create and/or participate in Letters of Credit or AcceptancesCredit; or (ii) imposes, modifies or holds applicable, applicable any reserve (other than reserves taken into account in calculating any Fixed the Eurocurrency Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurocurrency Affiliate of that Lender or Issuing Bank; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Revolving Credit Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to shall immediately pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurocurrency Affiliate for any such additional cost incurred or reduced amount received. Such written demand shall be accompanied by a statement as to the amount of such compensation and include demonstrate in reasonable detail the calculation of such amount and a summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Hexcel Corp /De/)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-quasi- governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects does or will subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Eurodollar Affiliate) to charges (other than Taxestaxes) of any kind which is such Lender reasonably determines to be applicable to the Revolving Credit Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or change the basis of taxation of payments to Issue that Lender of principal, fees, interest, or create and/or participate in Letters of Credit or Acceptancesany other amount payable hereunder with respect to Eurodollar Rate Loans; or (iib) imposesdoes or will impose, modifies modify, or holds hold applicable, in the reasonable determination of a Lender, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing BankLender; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments or issuing or participating in the Letters of Revolving Credit or creating or participating in the Acceptances Commitment or to reduce any amount receivable thereunder; then, in any such case, upon within thirty (30) days after written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to Borrower shall pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.. Notwithstanding the foregoing, in the event of any such demand, at Borrower's sole election, Borrower may identify an Eligible Assignee not making such a demand to whom the demanding Lender shall assign its interest in the Loans pursuant to the terms of an Assignment and Acceptance substantially in the form attached as Exhibit A.

Appears in 1 contract

Sources: Revolving Credit Agreement (General Growth Properties Inc)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank Lender or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) (x) subjects a Lender or an Issuing Bank (or its Applicable Lending Office) to charges (other than Taxes) of any kind which is applicable to the Commitments of the Lenders and/or the Issuing Banks Lenders’ ability to make Fixed Eurodollar Rate Loans Loans, or (y) changes the basis of taxation of, or subjects to Issue tax, payments to a Lender of principal, fees, interest, or create and/or participate in Letters of Credit or Acceptancesany other amount payable hereunder with respect to any Loans; or (ii) imposes, modifies modifies, or holds applicable, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing BankLender; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Revolving Loan Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon within thirty (30) days after written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to Borrower shall pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. Any notice given by any Lender under this Section 4.01(f) shall be effective only if given within one year after such Lender becomes aware or should have become aware of the events giving rise to such notice.

Appears in 1 contract

Sources: Credit Agreement (Watson Pharmaceuticals Inc)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects does or will subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Eurodollar Affiliate) to charges (other than Taxestaxes) of any kind which is such Lender reasonably deter mines to be applicable to the Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or to Issue or create and/or participate in Letters the Letter of Credit issued by the Fronting Bank, or, with respect to the Fronting Bank, to issue the Letter of Credit, or Acceptanceschange the basis of taxation of payments to that Lender of principal, fees, interest, or any other amount payable hereunder with respect to Eurodollar Rate Loans; or (iib) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of a Lender, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing BankLender; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments Commitment, or issuing or participating to participate in the Letters Letter of Credit or creating or participating issued by the Fronting Bank, or, in the Acceptances case of the Fronting Bank, to issue the Letter of Credit or to reduce any amount receivable thereunder; then, in any such case, upon within fifteen (15) days of written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to Borrower (or any relevant Qualified Borrower, as applicable) shall immediately pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Revolving Credit Agreement (Prometheus Senior Quarters LLC)

Changes; Legal Restrictions. If after the date hereof any Lender or any Issuing Bank reasonably determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank Lender or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects a Lender or an Issuing Bank (or its Applicable Lending Office) to charges (other than Taxes) of any kind which is applicable to the Commitments or Loans of the Lenders and/or the Issuing Banks Bank to make Fixed or maintain Eurodollar Rate Loans or to Issue or create issue and/or participate in Letters of Credit or Acceptanceschanges the basis of taxation of payments to that Lender or the Issuing Bank of principal, fees, interest, or any other amount payable hereunder with respect to Eurodollar Rate Loans or letters of Credit; or (ii) imposes, modifies modifies, or holds applicable, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or that Issuing Bank; and the result of any of the foregoing is to increase the cost to that Lender or that Issuing Bank of making, renewing or maintaining the Loans or its Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or such Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to Borrower shall immediately pay to the Administrative Agent for the account of such Lender or such Issuing Bank, from time to time as specified by such Lender or such Issuing Bank, such amount or amounts as may be necessary to compensate such Lender or such Issuing Bank or its Fixed Rate Affiliate Eurodollar Affiliate, on an after-tax basis, for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Stellex Technologies Inc)

Changes; Legal Restrictions. If after the date hereof any Lender or the Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, the Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects subject to the provisions of Section 3.04 (which will be conclusive as to matters covered thereby), does or will subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Fixed Rate Affiliate) to charges (other than Taxes) of any kind which is such Lender or Issuing Bank reasonably determines to be applicable to the Commitments of the Lenders and/or the Issuing Banks Bank to make Fixed Rate Loans or to Issue or create and/or participate in Letters of Credit or Acceptanceschange the basis of taxation of payments to that Lender or Issuing Bank of principal, fees, interest, or any other amount payable hereunder with respect to Fixed Rate Loans or Letters of Credit; or (ii) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of a Lender or an Issuing Bank, any reserve (other than reserves taken into account in calculating any the Fixed Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Affiliate of that Lender or Issuing Bank; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the any Loans or its Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), (x) the Domestic Borrowers jointly and severally agree promptly to pay to the Administrative Agent for the account of such Domestic Lender or Issuing Bank, from time to time as specified by such Domestic Lender or Issuing Bank, such amount or amounts as may be necessary to compensate such Domestic Lender or Issuing Bank or its Fixed Rate Affiliate for any such additional cost incurred or reduced amount receivedreceived in connection with the Domestic Facility and (y) the Multicurrency Borrowers jointly and severally agree promptly to pay to the Administrative Agent for the account of the Multicurrency Lender or Issuing Bank, from time to time as specified by the Multicurrency Lender or Issuing Bank, such amount or amounts as may be necessary to compensate the Multicurrency Lender or Issuing Bank or its Fixed Rate Affiliate for any such additional cost incurred or reduced amount received in connection with the Multicurrency Facility; provided that the Borrowers shall not be required to compensate any Lender or Issuing Bank pursuant to this Section 4.01(f) for any increased costs or reductions incurred more than 180 days prior to the date such Issuing Bank or Lender notifies the applicable Borrower of the event giving rise to such increased cost or reduction and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further, however, that such 180-day limitation shall not apply to any cost or reduction that is applicable retroactively to periods prior to the effective date of the applicable event so long as the applicable Lender notifies the Borrowers of such event within 180 days of a responsible officer of the Administrative Agent receiving actual knowledge thereof. Such demand shall be accompanied by a statement as to the amount of such compensation and include a summary of the basis for such demandcompensation. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (NMHG Holding Co)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-quasi- governmental authority exercising jurisdiction, power or control over any LenderLend er, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects does or will subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Eurodollar Affiliate) to charges (other than Taxestaxes) of any kind which is such Lender reasonably determines to be applicable to the Revolving Credit Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or to Issue IBOR Rate Loans or create issue and/or participate in Letters of Credit or Acceptanceschange the basis of taxation of payments to that Lender of principal, fees, interest, or any other amount payable hereunder with respect to Eurodollar Rate Loans, IBOR Rate Loans, Letters of Credit or Money Market Loans; or (iib) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of a Lender, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition acquisi tion of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Euro dollar Affiliate of that Lender or Issuing BankLender; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments Revolving Credit Commitment or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Payment and Disbursement Agent), the Borrowers jointly and severally agree promptly to Borrower shall immediately pay to the Administrative Payment and Disbursement Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Euro dollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Simon Debartolo Group Inc)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects does or will subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or LIBO Rate Affiliate) to charges (other than TaxesTaxes or other taxes) of any kind which is such Lender or Issuing Bank reasonably determines to be applicable to the Commitments of the Lenders and/or the Issuing Banks to make Fixed LIBO Rate Loans or to Issue or create issue and/or participate in Letters of Credit or Acceptanceschange the basis of taxation of payments to that Lender or Issuing Bank of principal, fees, interest, or any other amount payable hereunder with respect to LIBO Rate Loans or Letters of Credit; or (ii) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of a Lender or an Issuing Bank, any reserve (other than reserves taken into account in calculating including the actual imposition of any Fixed RateLIBO Rate Reserve Requirement), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed LIBO Rate Affiliate of that Lender or Issuing Bank; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Funding Agent), the Borrowers jointly and severally agree promptly to Borrower shall immediately pay to the Administrative Funding Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed LIBO Rate Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. If such increased costs are incurred as a result of a Lender's or Issuing Bank's selection of a particular Applicable Lending Office, such Lender or Issuing Bank shall take reasonable efforts to make, fund and maintain its Loans and to make, fund and maintain its obligations under the Letters of Credit through another Applicable Lending Office of such Lender or Issuing Bank in another jurisdiction, if the making, funding or maintaining of such Loans or obligations in respect of Letters of Credit through such other office of such Lender or Issuing Bank does not, in the judgment of such Lender or Issuing Bank, otherwise materially adversely affect such Lender or Issuing Bank or such Loans or obligations in respect of Letters of Credit of such Lender or Issuing Bank.

Appears in 1 contract

Sources: Credit Agreement (Foamex Capital Corp)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Lender or Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects does or will subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Eurodollar Affiliate) to charges (other than Taxestaxes) of any kind -153- 163 which is such Lender or Issuing Bank reasonably determines to be applicable to the Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or to Issue or create issue and/or participate in Letters of Credit or Acceptanceschange the basis of taxation of payments to that Lender or Issuing Bank of principal, fees, interest, or any other amount payable hereunder with respect to Eurodollar Rate Loans or Letters of Credit; or (iib) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of a Lender or an Issuing Bank, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing Bank; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments with respect to, or issuing or participating in in, the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to shall immediately pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Banner Aerospace Inc)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Eurodollar Affiliate) to charges (other than Taxestaxes) of any kind which is such Lender reasonably determines to be applicable to the Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or change the basis of taxation of payments to Issue that Lender of principal, fees, interest, or create and/or participate any other amount payable hereunder with respect to Eurodollar Rate Loans (other than taxes excluded in Letters of Credit or AcceptancesSection 13.1(a) hereof); or (iib) imposes, modifies modifies, or holds applicable, in the determination of a Lender, any reserve (other than reserves taken into account in calculating any Fixed Rate)reserve, special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing Bankin respect of Eurodollar Loans; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances Commitment or to reduce any amount receivable thereunder; then, in any such case, upon within ten (10) Business Days after written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to Borrower shall immediately pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Reckson Services Industries Inc)

Changes; Legal Restrictions. If after the date hereof any DIP Lender or Issuing Bank reasonably determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank DIP Lender or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects a DIP Lender or an Issuing Bank (or its Applicable Lending Office) to charges (other than Taxes) of any kind which is applicable to the Commitments of such DIP Lender or changes the Lenders and/or the Issuing Banks basis of 36 taxation of payments to make Fixed Rate Loans that DIP Lender of principal, fees, interest, or to Issue or create and/or participate in Letters of Credit or Acceptancesany other amount payable hereunder; or (ii) imposes, modifies modifies, or holds applicable, any reserve (other than reserves taken into account in calculating any Fixed Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Affiliate of that Lender or Issuing BankDIP Lender; and the result of any of the foregoing is to increase the cost to that DIP Lender or Issuing Bank of making, renewing or maintaining the DIP Loans or its Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such DIP Lender or Issuing Bank (with a copy of such demand to the DIP Administrative Agent), the Borrowers jointly and severally agree promptly to shall immediately pay to the DIP Administrative Agent for the account of such Lender or Issuing BankDIP Lender, from time to time as specified by such DIP Lender or Issuing Bank, such amount or amounts as may be necessary to compensate such DIP Lender or Issuing Bank or its Fixed Rate Affiliate on an after-tax basis, for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a summary of the basis for such demand. Such statement shall be conclusive presumed correct and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Debtor in Possession Credit Agreement (Gc Companies Inc)

Changes; Legal Restrictions. If after the date hereof Closing Date any Lender or any Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, any Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereofClosing Date: (i) subjects subject to the provisions of Section 3.04 (which will be conclusive as to matters covered thereby), does or will subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Fixed Rate Affiliate) to charges (other than Taxes) of any kind which is such Lender or Issuing Bank reasonably determines to be applicable to the Commitments of the Lenders and/or the Issuing Banks to make Fixed Rate Loans or to Issue or create and/or participate in Letters of Credit or Acceptanceschange the basis of taxation of payments to that Lender or Issuing Bank of principal, fees, interest, or any other amount payable hereunder with respect to Fixed Rate Loans or Letters of Credit; or (ii) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of a Lender or an Issuing Bank, any reserve (other than reserves taken into account in calculating any the Fixed Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Affiliate of that Lender or Issuing Bank; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the any Loans or its Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), (x) the Domestic Borrowers jointly and severally agree promptly to pay to the Administrative Agent for the account of such Domestic Lender or Issuing Bank, from time to time as specified by such Domestic Lender or Issuing Bank, such amount or amounts as may be necessary to compensate such Domestic Lender or Issuing Bank or its Fixed Rate Affiliate for any such additional cost incurred or reduced amount receivedreceived in connection with the Domestic Facility and (y) the Multicurrency Borrowers jointly and severally agree promptly to pay to the Administrative Agent for the account of such Multicurrency Lender or Issuing Bank, from time to time as specified by such Multicurrency Lender or Issuing Bank, such amount or amounts as may be necessary to compensate such Multicurrency Lender or Issuing Bank or its Fixed Rate Affiliate for any such additional cost incurred or reduced amount received in connection with the Multicurrency Facility; provided that the Borrowers shall not be required to compensate any Lender or Issuing Bank pursuant to this Section 4.01(f) for any increased costs or reductions incurred more than 180 days prior to the date such Issuing Bank or Lender notifies the applicable Borrower of the event giving rise to such increased cost or reduction and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further, however, that such 180-day limitation shall not apply to any cost or reduction that is applicable retroactively to periods prior to the effective date of the applicable event so long as the applicable Lender notifies the Borrowers of such event within 180 days of a responsible officer of the Administrative Agent receiving actual knowledge thereof. Such demand shall be accompanied by a statement as to the amount of such compensation and include a summary of the basis for such demandcompensation. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Nacco Industries Inc)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation after the date hereof of or any change after the date hereof in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects a Lender or an Issuing Bank (or its Applicable Lending Office) to charges (other than Taxes) of any kind which is applicable to the Revolving Credit Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or to Issue or create issue and/or participate in Letters of Credit or Acceptanceschanges the basis of taxation of payments to that Lender or Issuing Bank of principal, fees, interest, or any other amount payable hereunder with respect to Eurodollar Rate Loans or Letters of Credit; or (ii) imposes, modifies modifies, or holds applicable, any reserve (other than reserves taken into account in calculating any Fixed Ratethe Eurodollar Rate or specified in Section 4.1(a)(iii)), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing Bank; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Revolving Credit Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to shall immediately pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. (g) Confirmation of Eurodollar Rate. Upon the reasonable request of the Borrowers from time to time, the Administrative Agent shall promptly provide to the Borrowers such information with respect to the applicable Eurodollar Rate as may be so requested. Section 4.2 Special Provisions Governing Eurodollar Rate Loans. With respect to Eurodollar Rate Loans: (a) Amount of Eurodollar Rate Loans. Each Eurodollar Rate Loan shall be for a minimum amount of $5,000,000 and in integral multiples of $1,000,000 in excess of that amount. (b) Determination of Eurodollar Interest Period. By giving notice as set forth in Section 2.2(b) (with respect to a Borrowing of Eurodollar Rate Loans) or Section 4.1(c) (with respect to a conversion into or continuation of Eurodollar Rate Loans), the Borrowers shall have the option, subject to the other provisions of this Section 4.2, to select an interest period (each, a “Eurodollar Interest Period”) to apply to the Loans described in such notice, subject to the following provisions: (i) The Borrowers may only select, as to a particular Borrowing of Eurodollar Rate Loans, a Eurodollar Interest Period of either one, two, three or six months in duration; (ii) In the case of immediately successive Eurodollar Interest Periods applicable to a Borrowing of Eurodollar Rate Loans, each successive Eurodollar Interest Period shall commence on the day on which the next preceding Eurodollar Interest Period expires; (iii) If any Eurodollar Interest Period would otherwise expire on a day which is not a Business Day, such Eurodollar Interest Period shall be extended to expire on the next succeeding Business Day if the next succeeding Business Day occurs in the same calendar month, and if there shall be no succeeding Business Day in such calendar month, the Eurodollar Interest Period shall expire on the immediately preceding Business Day; (iv) The Borrowers may not select a Eurodollar Interest Period as to any Loan if such Eurodollar Interest Period terminates later than the Revolving Credit Termination Date in the case of Revolving Loans, the Initial Term Loan Maturity Date, in the case of Initial Term Loans or the Additional Term Loan Maturity Date in the case of Additional Term Loans; (v) The Borrowers may not select a Eurodollar Interest Period with respect to any portion of principal of a Term Loan which extends beyond a date on which a Borrower is required to make a scheduled payment of such portion of principal; and (vi) There shall be no more than ten (10) Eurodollar Interest Periods in effect at any one time.

Appears in 1 contract

Sources: Credit Agreement (It Group Inc)

Changes; Legal Restrictions. If after the date hereof Closing Date any Lender or any Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, any Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereofClosing Date: (i) subjects does or will subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Fixed Rate Affiliate) to charges (other than Taxes) of any kind which is such Lender or Issuing Bank reasonably determines to be applicable to the Commitments of the Lenders and/or the Issuing Banks to make Fixed Rate Loans or to Issue or create and/or participate in Letters of Credit or Acceptances; orchange the basis of taxation of payments to that Lender or Issuing Bank of principal, fees, interest, or any other amount payable hereunder with respect to Fixed Rate Loans or Letters of Credit; (ii) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of a Lender or an Issuing Bank, any reserve (other than reserves taken into account in calculating any the Fixed Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Affiliate of that Lender or Issuing Bank; or (iii) does or will subject the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payments to be made by or on account of any Obligations or under any Loan Documents to any taxes, levies, imposts, deductions charges, withholdings and all other liabilities with respect thereto on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than (A) Taxes, (B) amounts expressly excluded from Taxes pursuant to Section 3.04(a), or (C) UK Taxes); and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank Person of making, renewing or maintaining the any Loans or its Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank Person (with a copy of such demand to the Administrative Agent), (x) the Domestic Borrowers jointly and severally agree promptly to pay to the Administrative Agent for its own account or for the account of such Lender or Issuing BankPerson, from time to time as specified by such Lender or Issuing BankPerson, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Affiliate Person for any such additional cost incurred or reduced amount receivedreceived in connection with the Domestic Facility and (y) the Multicurrency Borrowers jointly and severally agree promptly to pay to the Administrative Agent for its own account or for the account of such Person, from time to time as specified by such Person, such amount or amounts as may be necessary to compensate such Person for any such additional cost incurred or reduced amount received in connection with the Multicurrency Facility; provided that the Borrowers shall not be required to compensate any Lender or Issuing Bank pursuant to this Section 4.01(f) for any increased costs or reductions incurred more than 180 days prior to the date such Issuing Bank or Lender notifies the applicable Borrower of the event giving rise to such increased cost or reduction and of such Lender's or Issuing Bank's intention to claim compensation therefor; provided further, however, that such 180-day limitation shall not apply to any cost or reduction that is applicable retroactively to periods prior to the effective date of the applicable event so long as the applicable Lender notifies the Borrowers of such event within 180 days of a responsible officer of the Administrative Agent receiving actual knowledge thereof. Such demand shall be accompanied by a statement as to the amount of such compensation and include a summary of the basis for such demandcompensation. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Nacco Industries Inc)

Changes; Legal Restrictions. If If?? after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects does or will subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Eurodollar Affili-ate) to charges (other than Taxestaxes) of any kind which is such Lender or Issuing Bank reasonably determines to be applicable to Eurodollar Rate Loans outstanding under this Agreement or the Revolving Credit Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or to Issue or create issue and/or participate in Letters of Credit or Acceptanceschange the basis of taxation of payments to that Lender or Issuing Bank of principal, fees, inter-est, or any other amount payable hereunder with respect to Eurodollar Rate Loans or Letters of Credit; or (iib) imposesdoes or will impose, modifies modify, or holds applicablehold appli- cable, in the determination of a Lender or an Issuing Bank, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, compulsory loan, FDIC insurance or similar requirement require-ment against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing Issu-ing Bank; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments Revolving Credit Commitment with respect to, or issuing or participating in in, the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Collateral Agent), the Borrowers jointly and severally agree promptly to Borrower shall immediately pay to the Administrative Collateral Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, such amount or amounts as may be necessary neces- sary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Fairchild Corp)

Changes; Legal Restrictions. If after the date hereof any --------------------------- Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects does or will subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Eurodollar Affiliate) to charges (other than Taxestaxes) of any kind which is such Lender or Issuing Bank reasonably determines to be applicable to the Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or to Issue or create issue and/or participate in Letters of Credit or Acceptanceschange the basis of taxation of payments to that Lender or Issuing Bank of principal, fees, interest, or any other amount payable hereunder with respect to Eurodollar Rate Loans or Letters of Credit; or (iib) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of a Lender or an Issuing Bank, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing Bank; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments with respect to, or issuing or participating in in, the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to Borrower shall immediately pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (American Eco Corp)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects 13.3.1. does or will subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Eurodollar Affiliate) to charges (other than Taxestaxes) of any kind which is such Lender reasonably determines to be applicable to the Revolving Credit Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or to Issue IBOR Rate Loans or create issue and/or participate in Letters of Credit or Acceptanceschange the basis of taxation of payments to that Lender of principal, fees, interest, or any other amount payable hereunder with respect to Eurodollar Rate Loans, IBOR Rate Loans, Letters of Credit or Money Market Loans; or (ii) imposes13.3.2. does or will impose, modifies modify, or holds hold applicable, in the determination of a Lender, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing BankLender; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments Revolving Credit Commitment or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Payment and Disbursement Agent), the Borrowers jointly and severally agree promptly to Borrower shall immediately pay to the Administrative Payment and Disbursement Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Simon Property Group L P /De/)

Changes; Legal Restrictions. If after the date hereof any Lender or the Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, the Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects a Lender or an the Issuing Bank (or its Applicable Lending Office) to charges (other than TaxesTaxes and taxes measured by or imposed upon the net income of such Lender or Issuing Bank (or its Applicable Lending Office) or franchise tax imposed in lieu of such net income tax) of any kind which is are applicable to the Commitments of the Lenders and/or the Issuing Banks Bank to make Fixed Rate Loans or to Issue or create issue and/or participate in Letters of Credit or Acceptanceschanges the basis of taxation of payments to that Lender or the Issuing Bank of principal, fees, interest or any other amount payable hereunder with respect to Fixed Rate Loans or Letters of Credit; or (ii) imposes, modifies modifies, or holds applicable, any reserve (other than reserves taken into account in calculating any the Fixed Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an the Issuing Bank or any Applicable Lending Office or Fixed Rate Affiliate of that Lender or the Issuing Bank; and the result of any of the foregoing is to increase the cost to that Lender or the Issuing Bank of making, renewing or maintaining the Loans or its Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or the Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to shall immediately pay to the Administrative Agent for the account of such Lender or the Issuing Bank, from time to time as specified by such Lender or the Issuing Bank, such amount or amounts as may be necessary to compensate such Lender or the Issuing Bank or its Fixed Rate Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Barneys New York Inc)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank Lender or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) (x) subjects a Lender or an Issuing Bank (or its Applicable Lending Office) to charges (other than Taxes) of any kind which is applicable to the Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans Loans, or (y) changes the basis of taxation of, or subjects to Issue tax, payments to a Lender of principal, fees, interest, or create and/or participate in Letters of Credit or Acceptancesany other amount payable hereunder with respect to any Loans; or (ii) imposes, modifies modifies, or holds applicable, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing BankLender; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon within thirty (30) days after written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to Borrower shall pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. Any notice given by any Lender under this Section 4.01(f) shall be effective only if given within one year after such Lender becomes aware or should have become aware of the events giving rise to such notice.

Appears in 1 contract

Sources: Credit Agreement (Watson Pharmaceuticals Inc)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects does or will subject a Lender or an Issuing Bank (or its Applicable Lending Office) to charges (other than Taxestaxes) of any kind which is such Lender or Issuing Bank reasonably determines to be applicable to the Revolving Credit Commitments of the Lenders and/or the Issuing Banks to make Fixed Rate Loans or to Issue or create issue and/or participate in Letters of Credit or Acceptanceschange the basis of taxation of payments to that Lender or Issuing Bank of fees, interest, or any other amount payable hereunder with respect to Letters of Credit; or (iib) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of a Lender or an Issuing Bank, any reserve (other than reserves taken into account in calculating any Fixed Rate)reserve, special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Affiliate of that Lender or Issuing Bank; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Revolving Credit Commitments with respect to, or issuing or participating in in, the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to shall immediately pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.. 138

Appears in 1 contract

Sources: Credit Agreement (Aviation Sales Co)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank Lender or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects subject to the provisions of Section 3.04 (which will be conclusive as to matters covered thereby), does or will subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Fixed Rate Affiliate) to charges (other than Taxes) of any kind which is such Lender reasonably determines to be applicable to the Commitments of the Lenders and/or the Issuing Banks to make Fixed Rate Loans or change the basis of taxation of payments to Issue that Lender of principal, fees, interest, or create and/or participate in Letters of Credit or Acceptancesany other amount payable hereunder with respect to Fixed Rate Loans; or (ii) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of a Lender, any reserve (other than reserves taken into account in calculating any the Fixed Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Affiliate of that Lender or Issuing BankLender; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the any Loans or its Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree Borrower agrees promptly to pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Affiliate for any such additional cost incurred or reduced amount receivedreceived in connection with the Credit Facility; provided that Borrower shall not be required to compensate any Lender pursuant to this Section 4.01(f) for any increased costs or reductions incurred more than 180 days prior to the date such Lender notifies Borrower of the event giving rise to such increased cost or reduction and of such Lender’s intention to claim compensation therefor; provided further, however, that such 180-day limitation shall not apply to any cost or reduction that is applicable retroactively to periods prior to the effective date of the applicable event so long as the applicable Lender notifies Borrower of such event within 180 days of a responsible officer of the Administrative Agent receiving actual knowledge thereof. Such demand shall be accompanied by a statement as to the amount of such compensation and include a summary of the basis for such demandcompensation. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (NMHG Holding Co)

Changes; Legal Restrictions. If after the date hereof any Lender or the Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, the Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects subject to the provisions of SECTION 3.04 (which will be conclusive as to matters covered thereby), does or will subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Fixed Rate Affiliate) to charges (other than Taxes) of any kind which is such Lender or Issuing Bank reasonably determines to be applicable to the Commitments of the Lenders and/or the Issuing Banks Bank to make Fixed Rate Loans or to Issue or create and/or participate in Letters of Credit or Acceptanceschange the basis of taxation of payments to that Lender or Issuing Bank of principal, fees, interest, or any other amount payable hereunder with respect to Fixed Rate Loans or Letters of Credit; or (ii) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of a Lender or an Issuing Bank, any reserve (other than reserves taken into account in calculating any the Fixed Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Affiliate of that Lender or Issuing Bank; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the any Loans or its Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), (x) the Domestic Borrowers jointly and severally agree promptly to pay to the Administrative Agent for the account of such Domestic Lender or Issuing Bank, from time to time as specified by such Domestic Lender or Issuing Bank, such amount or amounts as may be necessary to compensate such Domestic Lender or Issuing Bank or its Fixed Rate Affiliate for any such additional cost incurred or reduced amount receivedreceived in connection with the Domestic Facility and (y) the Multicurrency Borrowers jointly and severally agree promptly to pay to the Administrative Agent for the account of such Multicurrency Lender or Issuing Bank, from time to time as specified by such Multicurrency Lender or Issuing Bank, such amount or amounts as may be necessary to compensate such Multicurrency Lender or Issuing Bank or its Fixed Rate Affiliate for any such additional cost incurred or reduced amount received in connection with the Multicurrency Facility; provided that the Borrowers shall not be required to compensate any Lender or Issuing Bank pursuant to this SECTION 4.01(f) for any increased costs or reductions incurred more than 180 days prior to the date such Issuing Bank or Lender notifies the applicable Borrower of the event giving rise to such increased cost or reduction and of such Lender's or Issuing Bank's intention to claim compensation therefor; provided further, however, that such 180-day limitation shall not apply to any cost or reduction that is applicable retroactively to periods prior to the effective date of the applicable event so long as the applicable Lender notifies the Borrowers of such event within 180 days of a responsible officer of the Administrative Agent receiving actual knowledge thereof. Such demand shall be accompanied by a statement as to the amount of such compensation and include a summary of the basis for such demandcompensation. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Hyster Overseas Capital Corp LLC)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (iA) subjects does or will subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or LIBO Rate Affiliate) to charges (other than Taxes) of any kind which is such Lender or Issuing Bank reasonably determines to be applicable to the Commitments of the Lenders and/or the Issuing Banks to make Fixed LIBO Rate Loans or to Issue or create issue and/or participate in Letters of Credit or Acceptanceschange the basis of taxation of payments to that Lender or Issuing Bank of principal, fees, interest, or any other amount payable hereunder with respect to LIBO Rate Loans or Letters of Credit; or (iiB) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of a Lender or an Issuing Bank, any reserve (other than reserves taken into account in calculating including the actual imposition of any Fixed RateLIBO Rate Reserve Requirement), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed LIBO Rate Affiliate of that Lender or Issuing Bank; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Funding Agent), the Borrowers jointly and severally agree promptly to shall immediately pay to the Administrative Funding Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed LIBO Rate Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. If such increased costs are incurred as a result of a Lender's or Issuing Bank's selection of a particular Applicable Lending Office, such Lender or Issuing Bank shall take reasonable efforts to make, fund and maintain its Loans and to make, fund and maintain its obligations under the Letters of Credit through another Applicable Lending Office of such Lender or Issuing Bank in another jurisdiction, if the making, funding or maintaining of such Loans or obligations in respect of Letters of Credit through such other office of such Lender or Issuing Bank does not, in the judgment of such Lender or Issuing Bank, otherwise materially adversely affect such Lender or Issuing Bank or such Loans or obligations in respect of Letters of Credit of such Lender or Issuing Bank.

Appears in 1 contract

Sources: Credit Agreement (Foamex International Inc)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects does or will subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Eurodollar Affiliate) to charges (other than Taxestaxes) of any kind which is such Lender reasonably determines to be applicable to the Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or to Issue or create issue and/or participate in Letters of Credit or Acceptanceschange the basis of taxation of payments to that Lender of principal, fees, interest, or any other amount payable hereunder with respect to Eurodollar Rate Loans or Letters of Credit; or (iib) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of a Lender, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, 122 advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing BankLender; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments Commitment or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Payment and Disbursement Agent), the Borrowers jointly and severally agree promptly to Borrower shall immediately pay to the Administrative Payment and Disbursement Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Simon Property Group Inc /De/)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects does or will subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Eurodollar Affiliate) to charges (other than Taxestaxes) of any kind which is such Lender reasonably determines to be applicable to the Revolving Credit Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or to Issue IBOR Rate Loans or create issue and/or participate in Letters of Credit or Acceptanceschange the basis of taxation of payments to that Lender of principal, fees, interest, or any other amount payable hereunder with respect to Eurodollar Rate Loans, IBOR Rate Loans, Letters of Credit or Money Market Loans; or (iib) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of a Lender, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing BankLender; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments Revolving Credit Commitment or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to Borrower shall immediately pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Simon Property Group L P /De/)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Eurodollar Affiliate) to charges (other than Taxestaxes) of any kind which is such Lender reasonably determines to be applicable to the Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or change the basis of taxation of payments to Issue that Lender of principal, fees, interest, or create and/or participate any other amount payable hereunder with respect to Eurodollar Rate Loans (other than taxes excluded in Letters of Credit or AcceptancesSection 13.1(a) hereof); or (iib) imposes, modifies modifies, or holds applicable, in the determination of a Lender, any reserve (other than reserves taken into account in calculating any Fixed Rate)reserve, special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing Bankin respect of Eurodollar Loans; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances Commitment or to reduce any amount receivable thereunder; then, in any such case, upon within ten (10) Business Days after written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly Borrower and severally agree promptly to RMOP shall immediately pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received; provided that RMOP shall not be liable for any additional amounts other than those relating to the RMOP Obligations. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Reckson Associates Realty Corp)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects a Lender or an Issuing Bank (or its Applicable Lending Office) to charges (other than Taxes) of any kind which is applicable to the Commitments of the Lenders and/or the Issuing Banks to make Fixed Rate Loans or to Issue or create and/or participate in Letters of Credit or Acceptances; or (ii) imposes, modifies or holds applicable, any reserve (other than reserves taken into account in calculating any Fixed Rate), special deposit, compulsory loan, FDIC insurance or similar requirement require ment against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Affiliate of that Lender or Issuing Bank; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Donna Karan International Inc)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank --------------------------- determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-quasi- governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects does or will subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Eurodollar Affiliate) to charges (other than Taxestaxes) of any kind which is such Lender reasonably determines to be applicable to the Revolving Credit Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or change the basis of taxation of payments to Issue that Lender of principal, fees, interest, or create and/or participate in Letters of Credit or Acceptancesany other amount payable hereunder with respect to Eurodollar Rate Loans; or (iib) imposesdoes or will impose, modifies modify, or holds hold applicable, in the reasonable determination of a Lender, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender or Issuing BankLender; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments or issuing or participating in the Letters of Revolving Credit or creating or participating in the Acceptances Commitment or to reduce any amount receivable thereunder; then, in any such case, upon within thirty (30) days after written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to Borrower shall pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a breif summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.. Notwithstanding the foregoing, in the event of any such demand, at Borrower's sole election, Borrower may identify an Eligible Assignee not making such a demand to whom the demanding Lender shall assign its interest in the Loans pursuant to the terms of an Assignment and Acceptance substantially in the form attached as Exhibit A. ---------

Appears in 1 contract

Sources: Revolving Credit Agreement (General Growth Properties Inc)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Eurodollar Affiliate) to charges (other than Taxestaxes) of any kind which is such Lender reasonably determines to be applicable to the Revolving Credit Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or to Issue or create issue and/or participate in Letters of Credit or Acceptanceschange the basis of taxation of payments to that Lender of principal, fees, interest, or any other amount payable hereunder with respect to Eurodollar Rate Loans, Competitive Bid Loans or Letters of Credit (other than taxes excluded in Section 13.1(a) hereof); or (iib) imposes, modifies modifies, or holds applicable, in the determination of a Lender, any reserve (other than reserves taken into account in calculating any Fixed Rate)reserve, special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of that Lender in respect of Eurodollar Loans or Issuing BankLetters of Credit; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments Revolving Credit Commitment or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon within ten (10) Business Days after written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly Borrower and severally agree promptly to RMOP shall immediately pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received; provided that RMOP shall not be liable for any additional amounts other than those relating to the RMOP Revolving Credit Obligations or Letters of Credit issued for its account. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Reckson Associates Realty Corp)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects a Lender or an Issuing Bank (or its Applicable Lending Office) to charges (other than Taxes) of any kind which is applicable to the Revolving Credit Commitments of the Lenders and/or the Issuing Banks to make Fixed Rate Loans or to Issue or create and/or participate in Letters of Credit or AcceptancesCredit; or (ii) imposes, modifies or holds applicable, any reserve (other than reserves taken into account in calculating any Fixed Rate), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Affiliate of that Lender or Issuing Bank; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Revolving Credit Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers (other than the Canadian Borrower, which so agrees to pay only the Canadian Lenders) jointly and severally agree promptly to pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender or Issuing Bank, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a reasonably detailed summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Credit Agreement (Muehlstein Holding Corp)

Changes; Legal Restrictions. If after the date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdictionjuris- diction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects does or will subject a Lender or an Issuing Bank (or its Applicable Lending OfficeOffice or Eurodollar Affiliate) to charges (other than Taxestaxes) of any kind which is such Lender reasonably determines to be applicable to the Revolving Credit Commitments of the Lenders and/or the Issuing Banks to make Fixed Eurodollar Rate Loans or to Issue or create and/or participate in Letters the Letter of Credit issued by the Fronting Bank, or, with respect to the Fronting Bank, to issue the Letter of Credit, or Acceptanceschange the basis of taxa- tion of payments to that Lender of principal, fees, interest, or any other amount payable here- under with respect to Eurodollar Rate Loans; or (iib) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of a Lender, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, compulsory loan, FDIC insurance or similar requirement re- quirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances ad- vances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, a Lender or an Issuing Bank or any Applicable Lending Office Of- fice or Fixed Rate Eurodollar Affiliate of that Lender or Issuing BankLender; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitments Revolving Credit Commitment, or issuing or participating to participate in the Letters of Credit or creating or participating issued by the Fronting Bank, or, in the Acceptances case of the Fronting Bank, to issue any Letters of Credit, or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrowers jointly and severally agree promptly to Borrower shall imme- diately pay to the Administrative Agent for the account of such Lender or Issuing BankLender, from time to time as specified by such Lender or Issuing BankLender, such amount or amounts as may be necessary to compensate such Lender or Issuing Bank or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred in- curred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation compen- sation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Sources: Revolving Credit Agreement (U S Restaurant Properties Inc)