Additional Costs and Expenses; Reserve Requirements. Anything herein to the contrary notwithstanding, if any present or future applicable law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank by any central bank or other fiscal, monetary or other Governmental Authority, whether or not having the force of law) shall (A) subject such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature not now in effect, with respect to the Bank's commitment to make Loans bearing interest based on the Eurocurrency Rate or the Bank's Loans bearing interest based on the Eurocurrency Rate; or (B) materially change the basis of taxation of payments to such Bank on the principal of, interest on or any other amounts payable in respect of the Loans bearing interest based on the Eurocurrency Rate as such (excluding changes in taxes measured by or imposed on the net income, or on the capital or net worth of such Bank; provided, however, nothing in this parenthetical shall be deemed to limit the rights of the Banks or the obligations of the Company pursuant to 4.1(e)); or (C) impose or increase or render applicable any liquidity, capital, special deposit or reserve or similar requirements (whether or not having the force of law) not now in effect, against assets held by, or deposits in or for the account of, or loans by an office of such Bank with respect to such Bank's commitment to make Loans bearing interest based on the Eurocurrency Rate or such Bank's Loans bearing interest based on the Eurocurrency Rate; or (D) impose on such Bank any other condition or requirement not now in effect, with respect to such Bank's commitment to make Loans bearing interest based on the Eurocurrency Rate or such Bank's Loans bearing interest based on the Eurocurrency Rate or any class of loans of which the Loans bearing interest based on the Eurocurrency Rate forms a part, and the result of any of the foregoing is (x) to increase the cost to such Bank attributable to the making, funding or maintaining of Loans bearing interest based on the Eurocurrency Rate or its commitment therefor, (y) to reduce the amount of principal, interest, commitment fees or other amounts payable in respect of Loans bearing interest based on the Eurocurrency Rate to such Bank hereunder or its commitment therefor, or (z) to require such Bank to make any payment or to forego any interest or other sum payable in respect of Loans bearing interest based on the Eurocurrency Rate hereunder or its commitment therefor, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank from the Company hereunder; then, and in each such case, the Company will, upon demand by such Bank made by written notice to the Company from time to time as often as the occasion therefor may arise, pay to such Bank, within ten (10) days after receipt of notice of such demand, such additional amounts as will be sufficient, in the good faith opinion of such Bank, to compensate the Bank for such additional costs, reduction, payment or foregone interest or other sum in respect of Loans bearing interest based on the Eurocurrency Rate; provided, however, that the Company shall be required to pay only such additional costs or other amounts which are incurred by such Bank (i) from and after the date of such notice, with respect to Loans outstanding during Interest Periods commencing after the date on which the Company receives such notice, (ii) with respect to Loans outstanding on the date of such notice provided that (A) not less than 90 days remain in the applicable Interest Period for such Loans and (B) such costs are assessed only for the period commencing on the date of such notice to the Company, and (iii) from and after the date of such notice to the extent that the incurrence of such additional costs or amounts is unrelated to Outstanding Loans and is not otherwise covered by clauses (i) or (ii) of this paragraph. Subject to the provisions of the preceding sentence, a claim by any Bank for all or any part of any additional amount required to be paid by the Company pursuant to this 4.1(d) may be made before and/or after the end of the Interest Period to which such claim relates or during the Interest Period in which such claim has arisen and before and/or after any repayment or prepayment, to which such claim relates, of any or Eurocurrency Rate Loans owed hereunder. A certificate signed by an officer of such Bank, setting forth the amount of such loss, expense or liability required to be paid by the Company to such Bank, and the computations made by such Bank to determine such additional amount, shall be submitted by the Bank to the Company in connection with each demand made at any time by such Bank upon the Company hereunder, and shall, save for manifest or other obvious error, constitute conclusive evidence of the additional amount required to be paid by the Company to such Bank upon each such demand.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Hasbro Inc), Line of Credit Agreement (Hasbro Inc)
Additional Costs and Expenses; Reserve Requirements. Anything herein In addition to any amounts payable under Section 3.4 hereof and the contrary notwithstandingFee and Expense Agreement, if any present or future applicable law (enacted by the United States, any federal agency, any state, or political subdivision thereof, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any court of competent court jurisdiction or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Agent by any central bank or other fiscal, monetary or other Governmental Authority, authority in the United States (whether or not having the force of law) ), shall:
(Aa) subject such any Bank or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature not now in effect, with respect to the Bank's commitment Loan or Letters of Credit or deposits obtained to make Loans bearing interest based on the Eurocurrency Rate or the Bank's Loans bearing interest based on the Eurocurrency Ratefund Loans; or
(Bb) materially change the basis of taxation of payments to such any Bank of the principal of or the interest on the principal of, interest on Loan or Letters of Credit or any other amounts payable in respect of the Loans bearing interest to any Bank hereunder (other than changes relating to taxes based on the Eurocurrency Rate as such (excluding changes in taxes measured by or imposed on the net income, or on the capital or net worth income of such Bank; provided, however, nothing in this parenthetical shall be deemed to limit the rights of the Banks Bank or the obligations of the Company pursuant to 4.1(eAgent)); , or
(Cc) impose or increase or render applicable any liquidity, capital, special deposit or reserve or similar requirements requirement (whether or not having the force of law) not now in effectagainst the Loan, against assets held by, or deposits in or for the account of, Letters of Credit or loans of the type contemplated hereby made by an office the Banks or Letter of such Bank with respect to such Bank's commitment to make Loans bearing interest based on Credit of the Eurocurrency Rate or such Bank's Loans bearing interest based on type contemplated hereby issued by the Eurocurrency RateBanks; or
(Dd) impose on such any Bank or the Agent any other condition conditions or requirement not now in effect, requirements with respect to such Bank's commitment to make Loans bearing interest based on the Eurocurrency Rate or such Bank's Loans bearing interest based on the Eurocurrency Rate Loan or any class of loans of which the Loans bearing interest based on Loan form a part or the Eurocurrency Rate forms a partLetters of Credit, and the result of any of the foregoing is (x) to increase the cost to such any Bank attributable to the makingof making Loans, funding Advances or maintaining issuing Letters of Loans bearing interest based on the Eurocurrency Rate Credit, or its commitment therefor, (y) to reduce the amount of principal, interest, commitment fees Letters of Credit Fees or other amounts amount payable in respect of Loans bearing interest based on the Eurocurrency Rate to such Bank hereunder or its commitment thereforthe Agent hereunder, or (z) to require such Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, and which is not reflected in respect of Loans bearing interest based on an increase in the Eurocurrency Rate hereunder or its commitment thereforBase Rate, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Agent from the Company Borrower hereunder; , then, such Bank or the Agent will notify the Borrower of such event, and the Borrower and such Bank or the Agent shall thereafter attempt to negotiate in each good faith an adjustment to the compensation payable hereunder which will adequately compensate such caseBank or the Agent for such reduction or payment. If the Bank (or the Agent) and the Borrower are unable to agree to such adjustment within thirty (30) days of the date of such notice, the Company Borrower will, upon written demand made by such Bank made by written notice to or (as the Company case may be) the Agent at any time and from time to time as often as the occasion therefor may arisethereafter, pay to such Bank, within ten (10) days after receipt of notice of such demand, Bank or the Agent such additional amounts as will be sufficient, sufficient in the good faith opinion of such Bank, Bank or the Agent to compensate the Bank or the Agent for such additional costscost, reduction, payment or foregone interest or other sum in respect of Loans bearing interest based on the Eurocurrency Rate; provided, however, that the Company shall be required to pay only such additional costs or other amounts which are incurred by such Bank (i) from and after the date of such notice, with respect to Loans outstanding during Interest Periods commencing after the date on which the Company receives such notice, (ii) with respect to Loans outstanding on the date of such notice provided that (A) not less than 90 days remain in the applicable Interest Period for such Loans and (B) such costs are assessed only for the period commencing on the date of such notice to the Company, and (iii) from and after the date of such notice to the extent that the incurrence of such additional costs or amounts is unrelated to Outstanding Loans and is not otherwise covered by clauses (i) or (ii) of this paragraphsum. Subject to the provisions of the preceding sentence, a claim by any Bank for all or any part of any additional amount required to be paid by the Company pursuant to this 4.1(d) may be made before and/or after the end of the Interest Period to which such claim relates or during the Interest Period in which such claim has arisen and before and/or after any repayment or prepayment, to which such claim relates, of any or Eurocurrency Rate Loans owed hereunder. A certificate signed by an officer of such Bank, setting forth In determining the amount of such losscompensation, expense or liability required to be paid by the Company to such Bank, and the computations made by such Bank or the Agent may use any reasonable and equitable methods of averaging, allocating or attributing such amounts to determine such additional amount, shall be submitted by the Bank to the Company in connection with each demand made at any time by such Bank upon the Company hereunder, and shall, save for manifest or other obvious error, constitute conclusive evidence of the additional amount required to be paid by the Company to such Bank upon each such demandits customers.
Appears in 2 contracts
Samples: Credit Agreement (Rottlund Co Inc), Credit Agreement (Rottlund Co Inc)
Additional Costs and Expenses; Reserve Requirements. Anything herein to the contrary notwithstanding, if If any present or future applicable law (law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official Governmental Authority with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank Lender or Lead Agent by any central bank or other fiscal, monetary or other Governmental Authority, authority (whether or not having the force of law) ), shall:
(Aa) subject such Bank any Lender or Lead Agent to any taxtax (other than taxes based on the income or profits of such Lender or Lead Agent), levy, impost, duty, charge, fee, deduction or withholding of any nature not now in effect, with respect to the Bank's commitment Advances or Letters of Credit or deposits obtained to make Loans bearing interest based on the Eurocurrency Rate fund Advances or the Bank's Loans bearing interest based on the Eurocurrency RateLetters of Credit; or
(Bb) materially change the basis of taxation of payments to such Bank any Lender of the principal of or the interest on the principal of, interest on Advances or any other amounts payable in respect of the Loans bearing interest to any Lender hereunder (other than changes relating to taxes based on the Eurocurrency Rate as such (excluding changes in taxes measured by income or imposed on the net income, or on the capital or net worth profits of such Bank; provided, however, nothing in this parenthetical shall be deemed to limit the rights of the Banks Lender or the obligations of the Company pursuant to 4.1(e)Lead Agent); or
(Cc) impose or increase or render applicable any liquidity, capital, special deposit or reserve or similar requirements requirement (whether or not having the force of law) not now in effectagainst the Advances, against assets held by, Loans or deposits in or for Letters of Credit of the account of, or loans type contemplated hereby made by an office of such Bank with respect to such Bank's commitment to make Loans bearing interest based on the Eurocurrency Rate or such Bank's Loans bearing interest based on the Eurocurrency RateLenders; or
(Dd) impose on such Bank any Lender any other condition conditions or requirement not now in effect, requirements with respect to such Bank's commitment to make Loans bearing interest based on the Eurocurrency Rate Advances or such Bank's Loans bearing interest based on the Eurocurrency Rate or any class Letters of loans of which the Loans bearing interest based on the Eurocurrency Rate forms a part, Credit; and the result of any of the foregoing is to (xi) to increase the cost to such Bank attributable to any Lender of making the makingAdvances or participating in any Letter of Credit, funding or maintaining of Loans bearing interest based on the Eurocurrency Rate or its commitment therefor, (yii) to reduce the amount of principal, interest, commitment fees or other amounts amount payable in respect of Loans bearing interest based on the Eurocurrency Rate to such Bank hereunder Lender or its commitment thereforLead Agent hereunder, or (ziii) to require such Bank Lender to make any payment or to forego any interest or other sum payable hereunder, and which is not reflected in respect of Loans bearing interest based on an increase in the Eurocurrency Prime Rate hereunder or its commitment thereforLIBOR, as the case may be, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank Lender from the Company Borrower hereunder; , then, such Lender will notify Borrower within ninety (90) days of the date of the actual knowledge of the Lender of the occurrence of such event, and Borrower and such Lender shall thereafter attempt to negotiate in each good faith an adjustment to the compensation payable hereunder which will adequately compensate such caseLender for such reduction or payment. If such Lender and Borrower are unable to agree to such adjustment within ninety (90) days of the date of such notice, the Company Borrower will, upon written demand made by such Bank made by written notice to the Company Lender at any time and from time to time as often as the occasion therefor may arisethereafter, pay to such Bank, within ten (10) days after receipt of notice of such demand, Lender such additional amounts as will be sufficient, sufficient in the good faith opinion of such Bank, Lender to compensate the Bank Lender for such additional costscost, reduction, payment or foregone interest or other sum in respect of Loans bearing interest based on the Eurocurrency Rate; provided, however, that the Company shall be required to pay only such additional costs or other amounts which are incurred by such Bank (i) from and after the date of such notice, with respect to Loans outstanding during Interest Periods commencing after the date on which the Company receives such notice, (ii) with respect to Loans outstanding on the date of such notice provided that (A) not less than 90 days remain in the applicable Interest Period for such Loans and (B) such costs are assessed only for the period commencing on the date of such notice to the Company, and (iii) from and after the date of such notice to the extent that the incurrence of such additional costs or amounts is unrelated to Outstanding Loans and is not otherwise covered by clauses (i) or (ii) of this paragraphsum. Subject to the provisions of the preceding sentence, a claim by any Bank for all or any part of any additional amount required to be paid by the Company pursuant to this 4.1(d) may be made before and/or after the end of the Interest Period to which such claim relates or during the Interest Period in which such claim has arisen and before and/or after any repayment or prepayment, to which such claim relates, of any or Eurocurrency Rate Loans owed hereunder. A certificate signed by an officer of such Bank, setting forth In determining the amount of such losscompensation, expense such Lender or liability required Lead Agent may use any reasonable and equitable methods of averaging, allocating or attributing such amounts to be paid by its customers. The affected Lender shall deliver to Borrower a certificate demonstrating the Company calculation of the amount of such increased payment. Borrower shall pay such amount within fifteen (15) days after its receipt of this certificate. If any Lender demands compensation under this Section 4.8, Borrower may at any time, upon at least five (5) Business Days prior notice to such BankLender, prepay in full the then outstanding affected Advances of such Lender, together with accrued interest thereon to the date of prepayment, along with any payments required under Section 4.9. Concurrently with prepaying such Advances, Borrower shall borrow a Prime Rate Advance or a LIBOR Advance not so affected, from such Lender, and such Lender shall make such Advance in an amount such that the computations made outstanding principal amount of the Note held by such Bank to determine Lender shall equal the outstanding principal amount of such additional amount, shall be submitted by the Bank to the Company in connection with each demand made at any time by such Bank upon the Company hereunder, and shall, save for manifest or other obvious error, constitute conclusive evidence of the additional amount required to be paid by the Company Note immediately prior to such Bank upon each such demandprepayment.
Appears in 1 contract
Samples: Senior Unsecured Revolving Credit Agreement (Wci Communities Inc)
Additional Costs and Expenses; Reserve Requirements. Anything herein to the contrary notwithstanding, if any present or future applicable law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank by any central bank or other fiscal, monetary or other Governmental Authority, whether or not having the force of law) shall
(Ai) subject such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature not now in effect, with respect to the Bank's commitment to make Loans bearing interest based on the Eurocurrency Rate or the Bank's Loans bearing interest based on the Eurocurrency Rate; or
(Bii) materially change the basis of taxation of payments to such Bank on the principal of, interest on or any other amounts payable in respect of the Loans bearing interest based on the Eurocurrency Rate as such (excluding changes in taxes measured by or imposed on the net income, or on the capital or net worth of such Bank; provided, however, nothing in this parenthetical shall be deemed to limit the rights of the Banks or the obligations of the Company and/or Hasbro SA pursuant to 4.1(e)); or
(Ciii) impose or increase or render applicable any liquidity, capital, special deposit or reserve or similar requirements (whether or not having the force of law) not now in effect, against assets held by, or deposits in or for the account of, or loans by an office of such Bank with respect to such Bank's commitment to make Loans bearing interest based on the Eurocurrency Rate or such Bank's Loans bearing interest based on the Eurocurrency Rate; or
(Div) impose on such Bank any other condition or requirement not now in effect, with respect to such Bank's commitment to make Loans bearing interest based on the Eurocurrency Rate or such Bank's Loans bearing interest based on the Eurocurrency Rate or any class of loans of which the Loans bearing interest based on the Eurocurrency Rate forms a part, and the result of any of the foregoing is (x) to increase the cost to such Bank attributable to the making, funding or maintaining of Loans bearing interest based on the Eurocurrency Rate or its commitment therefor, (y) to reduce the amount of principal, interest, commitment fees or other amounts payable in respect of Loans bearing interest based on the Eurocurrency Rate to such Bank hereunder or its commitment therefor, or (z) to require such Bank to make any payment or to forego any interest or other sum payable in respect of Loans bearing interest based on the Eurocurrency Rate hereunder or its commitment therefor, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank from the Company and/or Hasbro SA hereunder; then, and in each such case, the Company and (with respect to any Hasbro SA Loan) Hasbro SA will, upon demand by such Bank made by written notice to the Company and/or Hasbro SA from time to time as often as the occasion therefor may arise, pay to such Bank, within ten (10) days after receipt of notice of such demand, such additional amounts as will be sufficient, in the good faith opinion of such Bank, to compensate the Bank for such additional costs, reduction, payment or foregone interest or other sum in respect of Loans bearing interest based on the Eurocurrency Rate; provided, however, that the Company and/or Hasbro SA shall be required to pay only such additional costs or other amounts which are incurred by such Bank (iA) from and after the date of such notice, with respect to Loans outstanding during Interest Periods commencing after the date on which the Company and (with respect to any Hasbro SA Loan) Hasbro SA receives such notice, (iiB) with respect to Loans outstanding on the date of such notice provided that (Ax) not less than 90 days remain in the applicable Interest Period for such Loans and (By) such costs are assessed only for the period commencing on the date of such notice to the CompanyCompany and (with respect to any Hasbro SA Loan) Hasbro SA, and (iii) from and after the date of such notice to the extent that the incurrence of such additional costs or amounts is unrelated to Outstanding Loans and is not otherwise covered by clauses (iA) or (iiB) of this paragraph. Subject to the provisions of the preceding sentence, a claim by any Bank for all or any part of any additional amount required to be paid by the Company and/or Hasbro SA pursuant to this 4.1(d) may be made before and/or after the end of the Interest Period to which such claim relates or during the Interest Period in which such claim has arisen and before and/or after any repayment or prepayment, prepayment of any Eurocurrency Rate Loans owed hereunder to which such claim relates, of any or Eurocurrency Rate Loans owed hereunder. A certificate signed by an officer of such Bank, setting forth the amount of such loss, expense or liability required to be paid by the Company and/or Hasbro SA to such Bank, and the computations made by such Bank to determine such additional amount, shall be submitted by the Bank to the Company and/or Hasbro SA in connection with each demand made at any time by such Bank upon the Company and/or Hasbro SA hereunder, and shall, save for manifest or other obvious error, constitute conclusive evidence of the additional amount required to be paid by the Company and/or Hasbro SA to such Bank upon each such demand.
Appears in 1 contract
Additional Costs and Expenses; Reserve Requirements. Anything herein to the contrary notwithstanding, if any present or future applicable law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank by any central bank or other fiscal, monetary or other Governmental Authority, whether or not having the force of law) shall
(Ai) subject such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature not now in effect, with respect to the Bank's commitment to make Loans bearing interest based on the Eurocurrency Rate or the Bank's Loans bearing interest based on the Eurocurrency Rate; provided that this section 4.1(d)(i) shall apply only with respect to such Loans, or commitments to make such Loans, as the case may be, made to Hasbro SA; or
(Bii) materially change the basis of taxation of payments to such Bank on the principal of, interest on or any other amounts payable in respect of the Loans bearing interest based on the Eurocurrency Rate as such (excluding changes in taxes measured by or imposed on the net income, or on the capital or net worth of such Bank; provided, however, provided that this section 4.1(d)(ii) shall apply only with respect to Loans made to Hasbro SA; provided further that nothing in this parenthetical shall be deemed to limit the rights of the Banks or the obligations of the Company and/or Hasbro SA pursuant to 4.1(e)); or
(Ciii) impose or increase or render applicable any liquidity, capital, special deposit or reserve or similar requirements (whether or not having the force of law) not now in effect, against assets held by, or deposits in or for the account of, or loans by an office of such Bank with respect to such Bank's commitment to make Loans bearing interest based on the Eurocurrency Rate or such Bank's Loans bearing interest based on the Eurocurrency Rate; or
(Div) impose on such Bank any other condition or requirement not now in effect, with respect to such Bank's commitment to make Loans bearing interest based on the Eurocurrency Rate or such Bank's Loans bearing interest based on the Eurocurrency Rate or any class of loans of which the Loans bearing interest based on the Eurocurrency Rate forms a partpart (other than in respect of taxes, which shall be governed solely by sections 4.11, 4.12 and 4.13; provided that the foregoing exclusion shall not apply with respect to such Loans made by any Bank to Hasbro SA), and the result of any of the foregoing is (x) to increase the cost to such Bank attributable to the making, funding or maintaining of Loans bearing interest based on the Eurocurrency Rate or its commitment therefor, (y) to reduce the amount of principal, interest, commitment fees or other amounts payable in respect of Loans bearing interest based on the Eurocurrency Rate to such Bank hereunder or its commitment therefor, or (z) to require such Bank to make any payment or to forego any interest or other sum payable in respect of Loans bearing interest based on the Eurocurrency Rate hereunder or its commitment therefor, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank from the Company and/or Hasbro SA hereunder; then, and in each such case, the Company or, solely in the case of Hasbro SA Loans, Hasbro SA will, upon demand by such Bank made by written notice to the Company and/or Hasbro SA from time to time as often as the occasion therefor may arise, pay to such Bank, within ten (10) days after receipt of notice of such demand, such additional amounts as will be sufficient, in the good faith opinion of such Bank, to compensate the Bank for such additional costs, reduction, payment or foregone interest or other sum in respect of Loans bearing interest based on the Eurocurrency Rate; provided, however, that the Company or, solely in the case of Hasbro SA Loans, Hasbro SA shall be required to pay only such additional costs or other amounts which are incurred by such Bank (iA) from and after the date of such notice, with respect to Loans outstanding during Interest Periods commencing after the date on which the Company or, solely in the case of Hasbro SA Loans, Hasbro SA receives such notice, (iiB) with respect to Loans outstanding on the date of such notice provided that (Ax) not less than 90 days remain in the applicable Interest Period for such Loans and (By) such costs are assessed only for the period commencing on the date of such notice to the CompanyCompany or, solely in the case of Hasbro SA Loans, Hasbro SA, and (iii) from and after the date of such notice to the extent that the incurrence of such additional costs or amounts is unrelated to Outstanding Loans and is not otherwise covered by clauses (iA) or (iiB) of this paragraph. Subject to the provisions of the preceding sentence, a claim by any Bank for all or any part of any additional amount required to be paid by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA pursuant to this section 4.1(d) may be made before and/or after the end of the Interest Period to which such claim relates or during the Interest Period in which such claim has arisen and before and/or after any repayment or prepayment, prepayment of any Eurocurrency Rate Loans owed hereunder to which such claim relates, of any or Eurocurrency Rate Loans owed hereunder. A certificate signed by an officer of such Bank, setting forth the amount of such loss, expense or liability required to be paid by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA to such Bank, and the computations made by such Bank to determine such additional amount, shall be submitted by the Bank to the Company or, solely in the case of Hasbro SA Loans, Hasbro SA in connection with each demand made at any time by such Bank upon the Company or, solely in the case of Hasbro SA Loans, Hasbro SA hereunder, and shall, save for manifest or other obvious error, constitute conclusive evidence of the additional amount required to be paid by the Company or, solely in the case of Hasbro SA Loans, Hasbro SA to such Bank upon each such demand.
Appears in 1 contract