Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (1) subject the Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents or the Indebtedness (other than taxes based upon or measured by the revenue, income or profits of the Bank), or (2) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank of the principal of or the interest on the Indebtedness of any other amounts payable to the Bank under this Agreement or the other Related Documents, or (3) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the Bank, or (4) impose on the Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Documents, the Indebtedness, or any class of loans of which the Indebtedness forms a part, and the result of any of the foregoing is (i) to increase the cost to the Bank of making, funding, issuing, renewing, extending or maintaining the Indebtedness or issuing Credits, or (ii) to reduce the amount of principal, interest or other amount payable to the Bank hereunder on account of such the Indebtedness, or (iii) to require the Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by the Bank at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregoing interest or others sum.
Appears in 2 contracts
Samples: Loan Agreement (Omni Energy Services Corp), Loan Agreement (Omni Energy Services Corp)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Commitment, the Loans or the Indebtedness Letters of Credit (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the any Bank under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, the Letters of Credit, such Bank's Commitment, or any class of loans or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans, the Letters of Credit or issuing Creditssuch Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment or any of the IndebtednessLoans or the Letters of Credit, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon will within fifteen (15) days after demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent.
Appears in 2 contracts
Samples: Master Revolving Credit Agreement (Ramco Gershenson Properties Trust), Master Revolving Credit Agreement (Ramco Gershenson Properties Trust)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Lender or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Lender’s Commitment or the Indebtedness Loans (other than franchise taxes and taxes based upon or measured by the revenue, income or profits of such Lender or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the Bank any Lender under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the Bankany Lender, or
(4d) impose on any Lender or the Bank Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Lender’s Commitment, or any class of loans or commitments of which any of the Indebtedness Loans or such Lender’s Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Lender’s Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Lender or the Bank Agent hereunder on account of such Lender’s Commitment or any of the IndebtednessLoans, or
(iii) to require such Lender or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Bank Agent from Borrower the Borrowers hereunder, ; then, and in each such case, the Borrower Borrowers will, upon within fifteen (15) days of demand made by such Lender or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Bank Agent such additional amounts as will such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Lender or the Agent. Notwithstanding the foregoing, Borrowers shall not be required to compensate any Lender pursuant to this §4.9 for any increased costs or reductions incurred more than one hundred eighty (180) days prior to the date of such Lender’s demand. Notwithstanding the foregoing, the Borrowers shall have the right, in lieu of making the payment referred to in this §4.9, to prepay the Loan of the applicable Lender within fifteen (15) days of such demand and avoid the payment of the amounts otherwise due under this §4.9, provided, however, that the Borrowers shall be required to pay together with such prepayment of the Loan all other costs, damages and expenses otherwise due under this Agreement as a result of such prepayment.
Appears in 2 contracts
Samples: Master Credit Agreement (Howard Hughes Corp), Master Credit Agreement (Howard Hughes Corp)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Commitment (including the Swing Loan Commitment) or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the any Bank under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit from, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank's Commitment (including the Swing Loan Commitment), or any class of loans or commitments of which any of the Indebtedness Loans or such Bank's Commitment (including the Swing Loan Commitment) forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Bank's Commitment (including the Swing Loan Commitment), or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment (including the IndebtednessSwing Loan Commitment) or any of the Loans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from Borrower the Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon within fifteen (15) days of demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Walden Residential Properties Inc), Revolving Credit Agreement (Walden Residential Properties Inc)
Additional Costs, Etc. If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the any Bank by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall:
(1a) subject the such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank’s Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank imposed by the Bankjurisdiction of its incorporation or organization, or the location of its lending office), ; or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to the such Bank of the principal or of or the interest on the Indebtedness of any Loans or any other amounts payable to the such Bank under this Agreement or the other Related Loan Documents, ; or
(3c) except as provided in §5.6 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the applicable rate for Competitive Bid Loans, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any Bank with respect to this Agreement, the other Loan Documents, such Bank, ’s Commitment or the Loans; or
(4d) impose on the such Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank’s Commitment or any class of loans or commitments of which any of the Indebtedness Loans or such Bank’s Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to the such Bank of making, funding, issuing, renewing, extending or maintaining the Indebtedness Loans or such Bank’s Commitment or issuing Credits, oror participating in Letters of Credit;
(ii) to reduce the amount of principal, interest or other amount payable to the such Bank hereunder on account of such Bank’s Commitment, the Indebtedness, Loans or the Reimbursement Obligations; or
(iii) to require the such Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the such Bank from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by the such Bank at any time and from time to time and as often as the occasion therefor may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to the Bank such reasonable additional amounts as will be sufficient to compensate the such Bank for such additional costcosts, reduction, payment or foregoing foregone interest or others other sum; provided that the determination and allocation of amounts, if any, claimed by any Bank under this Section 5.5 are made on a reasonable basis in a manner consistent with such Bank’s treatment of customers of such Bank that such Bank considers, in its reasonable discretion, to be similar to the Borrower and having generally similar provisions in their agreements with such Bank.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Waste Management Inc), Revolving Credit Agreement (Waste Management Inc)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Commitment, or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the any Bank under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank's Commitment, or any class of loans or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans, or issuing Creditssuch Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment or any of the IndebtednessLoans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon will within fifteen (15) days after demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent.
Appears in 2 contracts
Samples: Bridge Loan Agreement (Ramco Gershenson Properties Trust), Bridge Loan Agreement (Windrose Medical Properties Trust)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1i) subject Subject the Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, the Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of the Bank), ; or
(2ii) materially Materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the Bank under this Agreement or the other Related Loan Documents, ; or
(3iii) impose Impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the Bank, ; or
(4iv) impose Impose on the Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, the Commitment, or any class of loans or commitments of which any of the Indebtedness Loans or the Commitment forms a part, ; and the result of any of the foregoing is:
(iA) to increase the cost to the Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Credits, the Commitment; or
(iiB) to reduce the amount of principal, interest or other amount payable to the Bank hereunder on account of such the Indebtedness, Commitment or any of the Loans; or
(iiiC) to require the Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from Borrower the Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by the Bank at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregoing foregone interest or others other sum. The Bank shall use reasonable efforts to provide the Borrowers with prompt notice of any such additional amounts which are or will become due hereunder.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Eltrax Systems Inc), Credit Agreement (Eltrax Systems Inc)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank any Lender or Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject the Bank any Lender or Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, such Lender's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of the Banksuch Lender or Agent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the Bank any Lender or Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the Bankany Lender, or
(4d) impose on the Bank any Lender or Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, the Indebtednesssuch Lender's Commitment, or any class of loans loans, or commitments of which any of the Indebtedness Loans or such Lender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans, or issuing Creditssuch Lender's Commitment, or
(ii) to reduce the amount of principal, interest interest, or other amount payable to the Bank such Lender or Agent hereunder on account of such Lender's Commitment, or any of the IndebtednessLoans, or
(iii) to require the Bank such Lender or Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or Agent from the Bank from Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Lender or (as the Bank case may be) such Agent at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank such Lender or such Agent such additional amounts as will be sufficient to compensate the Bank such Lender or such Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum.
Appears in 2 contracts
Samples: Bridge Term Loan Credit Agreement (Whitehall Jewellers Inc), Intercreditor Agreement (Prentice Capital Management, LP)
Additional Costs, Etc. If any change in any present applicable law or if any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank any Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but only if it is mandatory that such Lender comply), shall:
(1a) subject the Bank such Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Lender, including without limitation profits or receipts with respect to the BankLoans and other than any withholding tax imposed on any payments by the Borrowers to such Lender), ; or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profitsprofits and except for any withholding tax imposed on any payments by the Borrowers to the Lenders) of payments to the Bank such Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the Bank such Lender under this Credit Agreement or the other Related Loan Documents, ; or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law, but only if it is mandatory that such Lender comply) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the Bank, such Lender; or
(4d) impose on the Bank such Lender any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, the IndebtednessLoans, or any class of loans or commitments of which any of the Indebtedness Loans forms a part, ; and the result of any of the foregoing isis to:
(i) to increase the cost to the Bank such Lender of making, funding, issuing, renewing, extending issuing or maintaining any of the Indebtedness Loans or issuing Credits, its Percentage of the Total Commitment; or
(ii) to reduce the amount of principal, interest or other amount payable to the Bank such Lender hereunder on account of such any of the Indebtedness, Loans or its Percentage of the Total Commitment; or
(iii) to require the Bank such Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender from the Bank from Borrower hereunder, ; then, and in each such case, the Borrower will, upon demand made by within ten (10) Business Days following receipt of written notice from the Bank at any time and from time to time and as often as Agent on behalf of such Lender, which written notice shall include a description of the occasion therefor may ariserelevant change in law, calculations of the amounts payable, pay to the Bank Agent on behalf of such Lender such additional amounts as will be sufficient to compensate the Bank such Lender for such additional cost, reduction, payment or foregoing foregone interest or others other sum.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Dynamics Research Corp), Revolving Credit Agreement (Dynamics Research Corp)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank any Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Lender or the Bank Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit or participations therein, such Lender's Commitment or the Indebtedness Loans or participations therein (other than taxes based upon or measured by the revenue, income or profits of such Lender or the BankAdministrative Agent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Lender or the Bank Administrative Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by or participated in, or commitments of an office of the Bankany Lender, or
(4d) impose on any Lender or the Bank Administrative Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, such Lender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Lender's Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Lender's Commitment or any Letter of Credit or participations therein, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Lender or the Bank Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the IndebtednessLoans or any participations therein, or
(iii) to require such Lender or the Bank Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Bank Administrative Agent from Borrower the Borrowers hereunder, ; then, and in each such case, the Borrower Borrowers will, upon demand made by the Bank such Lender at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank such Lender such additional amounts as will be sufficient to compensate the Bank such Lender for such additional cost, reduction, payment or foregoing foregone interest or others sumother sum (after such Lender shall have allocated the same fairly and equitably among all customers of any class generally affected thereby).
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Nationsrent Inc), Revolving Credit and Term Loan Agreement (Nationsrent Inc)
Additional Costs, Etc. If any present or future applicable law or any change in any present law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Bank Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Lender or the Bank Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Lender's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Lender or the BankAdministrative Agent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Lender or the Bank Administrative Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the Bankany Lender, or
(4d) impose on any Lender or the Bank Administrative Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, such Lender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Lender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Lender's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Lender or the Bank Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the IndebtednessLoans, or
(iii) to require such Lender or the Bank Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Bank Administrative Agent from Borrower the Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Lender or (as the Bank case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Bank Administrative Agent such additional amounts as will be sufficient to compensate such Lender or the Bank Administrative Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum.
Appears in 1 contract
Samples: Credit Agreement (Starter Corp)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the any Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but if not having the force of law, then generally applied by the Banks with respect to similar loans), shall:
(1a) subject the any Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Bank's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of the such Bank), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the Agent or any Bank under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the any Bank, or
(4d) impose on the any Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Bank's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to the such Bank hereunder on account of such Bank's Commitment, any Letter of Credit or any of the IndebtednessLoans, or
(iii) to require the such Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the such Bank from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by the such Bank at any time and from time to time and as often as the occasion therefor may arise, pay to the such Bank such additional amounts as will such Bank shall determine in good faith to be sufficient to compensate the such Bank for such additional cost, reduction, payment or foregoing foregone interest or others other sum, provided that such Bank is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Additional Costs, Etc. If 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 Lender or the Bank Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Lender or the Bank Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Lender's Revolving Credit Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Lender or the BankAdministrative Agent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Lender or the Bank Administrative Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the Bankany Lender, or
(4d) impose on any Lender or the Bank Administrative Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, such Lender's Revolving Credit Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Lender's Revolving Credit Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Lender's Revolving Credit Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Lender or the Bank Administrative Agent hereunder on account of such Lender's Revolving Credit Commitment, any Letter of Credit or any of the IndebtednessLoans, or
(iii) to require such Lender or the Bank Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Bank Administrative Agent from Borrower the Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Lender or (as the Bank case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Bank Administrative Agent such additional amounts as will be sufficient to compensate such Lender or the Bank Administrative Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Furrs Restaurant Group Inc)
Additional Costs, Etc. If any present or future applicable law or any change in interpretation of any present law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Bank Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Lender or the Bank Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Lender's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Lender or the BankAdministrative Agent and taxes covered by Section 6.2.2), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Lender or the Bank Administrative Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the Bankany Lender, or
(4d) impose on any Lender or the Bank Administrative Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, such Lender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Lender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Lender's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Lender or the Bank Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the IndebtednessLoans, or
(iii) to require such Lender or the Bank Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Bank Administrative Agent from the Borrower hereunder,
(e) Failure or delay on the part of any Lender to demand compensation for any increased costs or reductions in amounts received or receivable or reductions in return on capital shall not constitute a waiver of such Lender's right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under this Section 6.6 with respect to increased costs or reductions with respect to any period prior to the date that is one year prior to such request if such Lender knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such would in fact result in a claim for increased compensation by reason of such increased costs or reductions; provided, further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such one year period. then, and in each such case, the Borrower will, upon demand made by such Lender or (as the Bank case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Bank Administrative Agent such additional amounts as will be sufficient to compensate such Lender or the Bank Administrative Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Il Fornaio America Corp)
Additional Costs, Etc. If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the any Bank by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall:
(1a) subject the such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank imposed by the Bankjurisdiction of its incorporation or organization, or the location of its lending office), ; or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to the such Bank of the principal or of or the interest on the Indebtedness of any Loans or any other amounts payable to the such Bank under this Agreement or the other Related Loan Documents, ; or
(3c) except as provided in Section 6.5 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the Competitive Bid Rate, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any Bank with respect to this Agreement, the other Loan Documents, such Bank, 's Commitment or the Loans; or
(4d) impose on the such Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank's Commitment or any class of loans or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to the such Bank of making, funding, issuing, renewing, extending or maintaining the Indebtedness Loans or such Bank's Commitment or issuing Credits, oror participating in Letters of Credit;
(ii) to reduce the amount of principal, interest or other amount payable to the such Bank hereunder on account of such Bank's Commitment, the Indebtedness, Loans or the Reimbursement Obligations; or
(iii) to require the such Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the such Bank from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by the such Bank at any time and from time to time and as often as the occasion therefor therefore may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to the Bank such reasonable additional amounts as will be sufficient to compensate the such Bank for such additional costcosts, reduction, payment or foregoing foregone interest or others other sum.
Appears in 1 contract
Additional Costs, Etc. If any present introduction, adoption or future change in any applicable lawlaw or regulation, which expression, as used herein, includes statutes, rules and regulations thereunder and or changes in the interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, any Bankers' Acceptances, such Bank's Commitment or the Indebtedness Revolving Credit Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Revolving Credit Loans or any other amounts payable to any Bank or the Bank Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy liquidity or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, Bankers' Acceptances, the IndebtednessRevolving Credit Loans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Revolving Credit Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Revolving Credit Loans or issuing Creditssuch Bank's Commitment or any Letter of Credit or any Bankers' Acceptance if such Bank deems such cost to be material, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment, any Letter of Credit, any Bankers' Acceptance or any of the IndebtednessRevolving Credit Loans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, Borrowers will promptly upon demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts (but without duplication for amounts paid pursuant to another provision of this Credit Agreement) as will be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum.
Appears in 1 contract
Samples: Revolving Credit Agreement (Flextronics International LTD)
Additional Costs, Etc. If any present or future applicable law, which --------------------- expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Bank Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Lender or the Bank Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Lender's Commitment or the Indebtedness Revolving Credit Loans (other than taxes based upon or measured by the revenue, income or profits of such Lender or the BankAdministrative Agent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Lender or the Bank Administrative Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the Bankany Lender, or
(4d) impose on any Lender or the Bank Administrative Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessRevolving Credit Loans, such Lender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Revolving Credit Loans or such Lender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Revolving Credit Loans or issuing Creditssuch Lender's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Lender or the Bank Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the IndebtednessRevolving Credit Loans, or
(iii) to require such Lender or the Bank Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Bank Administrative Agent from Borrower the Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Lender or (as the Bank case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Bank Administrative Agent such additional amounts as will be sufficient to compensate such Lender or the Bank Administrative Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum.
Appears in 1 contract
Samples: Revolving Credit Agreement (Us Xpress Enterprises Inc)
Additional Costs, Etc. If any present or future applicable law, ---------- ----- --- which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shallshall in the case of any Loans, any Letters of Credit or any Commitment:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Commitment or the Indebtedness Loans or Letters of Credit (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans, any Reimbursement Obligations or any other amounts payable to any Bank or the Bank Agent under this Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans or letters of credit by, or commitments of an of, any office of the any Bank, or
(4) impose on the Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Documents, the Indebtedness, or any class of loans of which the Indebtedness forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank of making, funding, issuing, renewing, extending or maintaining the Indebtedness or issuing Credits, or
(ii) to reduce the amount of principal, interest or other amount payable to the Bank hereunder on account of such the Indebtedness, or
(iii) to require the Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by the Bank at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregoing interest or others sum.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, ---------- ----- --- which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shallshall in the case of any Loans, any Letters of Credit or any Commitment:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Commitment or the Indebtedness Loans or Letters of Credit (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans, any Reimbursement Obligations or any other amounts payable to any Bank or the Bank Agent under this Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans or letters of credit by, or commitments of an of, any office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, any Letters of Credit, such Bank's Commitment, or any class of commitments, letters of credit or loans of which any of the Indebtedness Loans, any Letters of Credit or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Bank's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, fees, Reimbursement Obligations or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment, any Letter of Credit or any of the IndebtednessLoans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest interest, principal, Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation, principal or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from Borrower the Company hereunder, then, and in each such case, the Borrower Company will, upon within five (5) days following demand made by such Bank (through the Bank Agent) or, as the case may be, the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank Agent for the respective accounts of the Banks or for the Agent's own account such additional amounts as will be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing interest foregone interest, principal or others other sum. Each Bank or, as the case may be, the Agent shall give the Company prompt notice of any event causing such additional cost, reduction, payment or foregone interest, Reimbursement Obligation or other sum.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Sterling Commerce Inc)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject the Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Loan Agreement, the other Related Documents Loan Documents, the Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of the Bank), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the Bank under this Loan Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Loan Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the Bank, or
(4d) impose on the Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, the Commitment, or any class of loans or commitments of which any of the Indebtedness Loans or the Commitment forms a part, and the result of any of the foregoing event described in clause (a), (b), (c) or (d) is
(i) to increase the cost to the Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditsthe Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to the Bank hereunder on account of such the IndebtednessCommitment or any of the Loans, or
(iii) to require the Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by the Bank at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank such additional amounts as will be sufficient necessary to compensate the Bank for such additional cost, reduction, payment or foregoing foregone interest or others other sum.
Appears in 1 contract
Samples: Revolving Loan Agreement (Nexstar Pharmaceuticals Inc)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the any Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject the such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Commitment, the Loans or the Indebtedness Letters of Credit (other than taxes based upon or measured by the revenue, income or profits of the such Bank), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the such Bank of the principal or of or the interest on the Indebtedness of any Loans or any other amounts payable to the such Bank under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of, or letters of credit issued by, an office of the such Bank, or
(4d) impose on the such Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, the Bank's Commitment, the Letters of Credit or any class of loans or commitments or letters of credit of which any of the Indebtedness Loans, the Bank's Commitment or the Letters of Credit forms a part, and the result of any of the foregoing is
(i) to increase the cost to the such Bank of making, funding, issuing, renewing, extending or maintaining the Indebtedness Loans, the Bank's Commitment, or issuing Credits, the Letters of Credit; or
(ii) to reduce the amount of principal, interest or other amount payable to the such Bank hereunder on account of such the IndebtednessBank's Commitment, the Loans, drawings under the Letters of Credit, or
(iii) to require the such Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from Borrower the Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Bank or the Bank Agent at any time and from time to time and as often as the occasion therefor may arise, pay to the such Bank such additional amounts as will be sufficient to compensate the such Bank for such additional cost, reduction, payment or foregoing foregone interest or others sumother sum (after such Bank shall have allocated the same fairly and equitably among all customers of any class generally affected thereby).
Appears in 1 contract
Samples: Revolving Credit Agreement (TRC Companies Inc /De/)
Additional Costs, Etc. If any change in present applicable law, or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder under any present or future law and interpretations thereof of any present or future law by any competent court or by any governmental or other regulatory body or official charged 19 - 13 - 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 Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject the any Bank or Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, the Commitments or the Indebtedness Loans (other than franchise taxes or taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in franchise taxes or taxes on revenue, income or profits) of payments to the any Bank or Agent of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Bank or the Bank Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy liquidity or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Bank or the BankAgent, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, the IndebtednessLoans, the Commitments, or any class of loans or commitments of which any of the Indebtedness Loans or the Commitments forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Bank or the Bank Agent of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditsthe Commitments, or
(ii) to reduce the amount of principal, interest or other amount payable to any Bank or the Bank Agent hereunder on account of such the IndebtednessCommitments or any of the Loans, or
(iii) to require any Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by the Bank at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregoing interest or others sum.,
Appears in 1 contract
Additional Costs, Etc. If any present or future future, or any ------------------------ change in any present or future, applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank any Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject the Bank any Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Lender's Commitment or the Indebtedness Loans advanced by such Lender (other than taxes based upon or measured by the revenue, income or profits of the Banksuch Lender), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the Bank such Lender under this Credit Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of, or letters of credit issued by, an office of the Bankany Lender, or
(4d) impose on the Bank any Lender any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, such Lender's Commitment or any class of loans or commitments of which any of the Indebtedness Loans or such Lender's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining the Indebtedness Loans, any Letter of Credit or issuing Creditssuch Lender's Commitment, or
(ii) to reduce the amount of principal, interest or other amount amounts payable to the Bank such Lender hereunder on account of such Lender's Commitment, the IndebtednessLoans or any Letter of Credit, or
(iii) to require the Bank such Lender to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender from the Bank from Borrower hereunder, then, and in each such case, the Borrower will, upon written demand made by the Bank such Lender at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank such Lender such additional amounts as will be sufficient to compensate the Bank such Lender for such additional cost, reduction, payment or foregoing foregone interest or others sumReimbursement Obligation or other sum (after such Lender shall have allocated the same fairly and equitably among all customers of any class generally affected thereby); provided that in the event that such additional cost, reduction, payment, or foregone interest or Reimbursement Obligations or other sum which was incurred by such Lender is subsequently returned or reimbursed to such Lender, such Lender shall return or reimburse to the Borrower any additional amount paid pursuant to this Section 4.8 by the Borrower to such Lender with respect thereto. In the event that any of the foregoing events occur, each Lender will use its reasonable efforts to take such actions as are reasonably feasible and available to such Lender to decrease the additional costs payable hereunder; provided that no Lender shall be required to transfer any activities related to this Agreement to any jurisdiction in which such Lender does not at such time regularly conduct ordinary banking operations or to a jurisdiction which otherwise will be disadvantageous to such Lender. Such Lender shall give the Borrower written notice of any event causing such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum within ninety (90) days of the occurrence thereof and the Borrower shall not be liable for any such costs incurred prior to the date which is ninety (90) days prior to the date of such notice.
Appears in 1 contract
Samples: Revolving Credit Agreement (United States Cellular Corp)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Commitment or the Indebtedness Loans (other than franchise taxes and taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the any Bank under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank's Commitment, or any class of loans or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment or any of the IndebtednessLoans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from Borrower the Borrowers hereunder, ; then, and in each such case, the Borrower Borrowers will, upon within fifteen (15) days of demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent. Notwithstanding the foregoing, the Borrowers shall have the right, in lieu of making the payment referred to in this Section 4.9, to prepay the Loan of the applicable Bank within fifteen (15) days of such demand and avoid the payment of the amounts otherwise due under this Section 4.9, provided, however, that the Borrowers shall be required to pay together with such prepayment of the Loan all other costs, damages and expenses otherwise due under this Agreement as a result of such prepayment.
Appears in 1 contract
Samples: Master Credit Agreement (Wellsford Real Properties Inc)
Additional Costs, Etc. If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the any Bank by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall:
(1a) subject the such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank imposed by the Bankjurisdiction of its incorporation or organization, or the location of its lending office), ; or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or 42 -36- organization, or the location of its lending office) of payments to the such Bank of the principal or of or the interest on the Indebtedness of any Loans or any other amounts payable to the such Bank under this Agreement or the other Related Loan Documents, ; or
(3c) except as provided in Section 5.6 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the applicable rate for Competitive Bid Loans, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any Bank with respect to this Agreement, the other Loan Documents, such Bank, 's Commitment or the Loans; or
(4d) impose on the such Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank's Commitment or any class of loans or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to the such Bank of making, funding, issuing, renewing, extending or maintaining the Indebtedness Loans or such Bank's Commitment or issuing Credits, oror participating in Letters of Credit;
(ii) to reduce the amount of principal, interest or other amount payable to the such Bank hereunder on account of such Bank's Commitment, the Indebtedness, Loans or the Reimbursement Obligations; or
(iii) to require the such Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the such Bank from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by the such Bank at any time and from time to time and as often as the occasion therefor therefore may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to the Bank such reasonable additional amounts as will be sufficient to compensate the such Bank for such additional costcosts, reduction, payment or foregoing foregone interest or others other sum.
Appears in 1 contract
Additional Costs, Etc. If any change after the Closing Date to any present applicable law or if any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Lender or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, such Lender's Commitment, the Loans or the Indebtedness Letters of Credit (other than taxes based upon or measured by the revenue, income or profits of such Lender or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Lender or the Bank Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the Bankany Lender, or
(4d) impose on any Lender or the Bank Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, the IndebtednessLoans, the Letters of Credit, such Lender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Lender's Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to the Bank any Lender, of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans, the Letters of Credit or issuing Creditssuch Lender's Commitment, or
(ii) to reduce the amount of principal, interest interest, or other amount payable to such Lender or the Bank Agent hereunder on account of such Lender's Commitment, or any of the IndebtednessLoans or Letters of Credit, or
(iii) to require such Lender or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Bank Agent from the Borrower hereunder, then, and in each such casecase and to the extent that the amount such additional cost, reduction, payment, foregone interest or other sum is not reflected in the Base Rate or the Eurodollar Rate, the Borrower will, upon demand made by such Lender or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Bank Agent such additional amounts as will be sufficient to compensate such Lender or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others sumother sum (without duplication for recovery of such amounts under any other provision hereof), PROVIDED that the Borrower shall not be liable to any Lender or the Agent for costs incurred more than sixty (60) days prior to receipt by the Borrower of such demand for payment from such Lender or (as the case may be) the Agent unless such costs were incurred prior to such 60-day period solely as a result of such present or future applicable law being retroactive to a date which occurred prior to such 60-day period.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, --------------------- which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, such Bank's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Bank or the Bank Agent under this Credit Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank's Commitment, or any class of loans or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment or any of the IndebtednessLoans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum.
Appears in 1 contract
Samples: Revolving Credit Agreement (New England Business Service Inc)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender, Agent or the Issuing Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Lender, Agent or the Issuing Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Lender's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Lender, Agent or the Issuing Bank), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Lender, Agent or the Issuing Bank under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender or the Issuing Bank, or
(4d) impose on any Lender, Agent or the Issuing Bank any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, such Lender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Lender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to any Lender or the Issuing Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Lender's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Lender, Agent or the Issuing Bank hereunder on account of such Lender's Commitment, any Letter of Credit or any of the IndebtednessLoans, or
(iii) to require such Lender, Agent or the Issuing Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender, Agent or the Issuing Bank from Borrower the Borrowers hereunder,
(e) impose on any Lender, Agent or the Issuing Bank any Mandatory Costs with respect to the Credit Agreement, the other Loan Documents, such Lender's Commitment or the Loans, then, and in each such case, the Borrower Borrowers will, upon demand made by such Lender or (as the case may be) any Agent or the Issuing Bank at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender, Agent or the Issuing Bank such additional amounts as will be sufficient to compensate such Lender, Agent or the Issuing Bank for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Agreement (Borders Group Inc)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Bank's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent or based upon any United States withholding tax for any non U.S. Bank to the extent such non-U.S. Bank failed to comply with ss.6.3.2), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Bank or the Bank Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Bank's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment, any Letter of Credit or any of the IndebtednessLoans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Western Digital Corp)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the any Bank or either Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject the any Bank or either Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Bank's Commitment, Gold Commitment, the Purchases and Consignments or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of the Banksuch Bank or such Agent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the any Bank or either Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the any Bank, or
(4d) impose on the any Bank or either Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, the Purchases and Consignments, such Bank's Commitment or Gold Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans, Purchases and Consignments or such Bank's Commitment or Gold Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans, any Purchase and Consignment or issuing Creditssuch Bank's Commitment or Gold Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to the such Bank or either Agent hereunder on account of such Bank's Commitment, Gold Commitment, any Letter of Credit, and Purchase and Consignment or any of the IndebtednessLoans, or
(iii) to require the such Bank or either Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or either Agent from the Bank from Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the Bank case may be) such Agent at any time and from time to time and as often as the occasion therefor may arise, pay to the such Bank or such Agent such additional amounts as will be sufficient to compensate the such Bank or such Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum.
Appears in 1 contract
Samples: Revolving Credit, Term Loan and Gold Consignment Agreement (Marks Bros Jewelers Inc)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject the Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, the Bank’s Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of the Bank), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the Bank under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the Bank, or
(4d) impose on the Bank any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, the Bank’s Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or the Bank’s Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to the Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditsthe Bank’s Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to the Bank hereunder on account of such the IndebtednessBank’s Commitment, any Letter of Credit or any of the Loans, or
(iii) to require the Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from the Borrower hereunder, then, and in each such case, the Bank shall give prompt notice thereof to the Borrower, and the Borrower will, upon demand made by the Bank at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum.
Appears in 1 contract
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration with
(a) subject any Bank or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1) subject the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the any Bank under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank's Commitment, or any class of loans or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment or any of the IndebtednessLoans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon within thirty (30) days of demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum.. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent. Notwithstanding the foregoing, the Borrower shall have the right, in lieu of making the payment referred to in this Section 4.9, to prepay the
Appears in 1 contract
Samples: Revolving Credit Agreement (Crescent Real Estate Equities LTD Partnership)
Additional Costs, Etc. If Subject to §4.4, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank any Lender or Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law) and including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives under or issued in connection therewith (collectively, “Xxxx-Xxxxx”) and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III (collectively, “Basel III”), shall:
(1a) subject the Bank any Lender or Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Lender’s Commitment, a Letter of Credit or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of the BankExcluded Taxes), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the Bank any Lender under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans Loans or Letters of Credit by, or commitments of an office of the Bankany Lender, or
(4d) impose on the Bank any Lender or Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Indebtedness Loans or Letters of Credit or such Lender’s Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing CreditsLetters of Credit or such Lender’s Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to the Bank such Lender or Agent hereunder on account of such Lender’s Commitment or any of the IndebtednessLoans or Letters of Credit, or
(iii) to require the Bank such Lender or Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank such Lender or Agent from Borrower hereunder, ; then, and in each such case, the Borrower will, upon within fifteen (15) days of demand made by such Lender or (as the Bank case may be) Agent at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank such Lender or Agent such additional amounts as will such Lender or Agent shall determine in good faith to be sufficient to compensate the Bank such Lender or Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum. Each Lender and Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Lender or Agent. Notwithstanding the foregoing, Borrower shall have the right, in lieu of making the payment referred to in this §4.9, to prepay the Loans of the applicable Lender within fifteen (15) days of such demand and avoid the payment of the amounts otherwise due under this §4.9 or to cause the applicable Lender to assign its Loans and Commitments in accordance with §18.8, provided, however, that Borrower shall be required to pay together with such prepayment of the Loan all other costs, damages and expenses otherwise due under this Agreement as a result of such prepayment.
Appears in 1 contract
Samples: Revolving and Term Credit Agreement (Forestar Group Inc.)
Additional Costs, Etc. If any change in any present applicable law or if any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank any Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but only if it is mandatory that such Lender comply), shall:
(1a) subject the Bank such Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, or the Indebtedness Revolving Credit Loans (other than taxes based upon or measured by the revenue, income or profits of such Lender, including without limitation profits or receipts with respect to the BankRevolving Credit Loans and other than any withholding tax imposed on any payments by the Borrowers to such Lender), ; or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profitsprofits and except for any withholding tax imposed on any payments by the Borrowers to the Lenders) of payments to the Bank such Lender of the principal of or the interest on the Indebtedness of any Revolving Credit Loans or any other amounts payable to the Bank such Lender under this Credit Agreement or the other Related Loan Documents, ; or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law, but only if it is mandatory that such Lender comply) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the Bank, such Lender; or
(4d) impose on the Bank such Lender any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, the IndebtednessRevolving Credit Loans, or any class of loans or commitments of which any of the Indebtedness Revolving Credit Loans forms a part, ; and the result of any of the foregoing isis to:
(i) to increase the cost to the Bank such Lender of making, funding, issuing, renewing, extending issuing or maintaining any of the Indebtedness Revolving Credit Loans or issuing Credits, its Percentage of the Total Commitment; or
(ii) to reduce the amount of principal, interest or other amount payable to the Bank such Lender hereunder on account of such any of the Indebtedness, Revolving Credit Loans or its Percentage of the Total Commitment; or
(iii) to require the Bank such Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender from the Bank from Borrower hereunder, ; then, and in each such case, the Borrower will, upon demand made by within ten (10) Business Days following receipt of written notice from the Bank at any time and from time to time and as often as Agent on behalf of such Lender, which written notice shall include a description of the occasion therefor may ariserelevant change in law, calculations of the amounts payable, pay to the Bank Agent on behalf of such Lender such additional amounts as will be sufficient to compensate the Bank such Lender for such additional cost, reduction, payment or foregoing foregone interest or others other sum.
Appears in 1 contract
Samples: Revolving Credit Agreement (Dynamics Research Corp)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the any Lender, Agent or any Issuing Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject the any Lender, Agent or Issuing Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Lender's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of the such Lender, Agent or Issuing Bank), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the any Lender, Agent or Issuing Bank under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the any Lender or Issuing Bank, or
(4d) impose on the any Lender, Agent or Issuing Bank any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, such Lender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Lender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the any Lender or Issuing Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Lender's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to the such Lender, Agent or Issuing Bank hereunder on account of such Lender's Commitment, any Letter of Credit or any of the IndebtednessLoans, or
(iii) to require the such Lender, Agent or Issuing Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the such Lender, Agent or Issuing Bank from Borrower the Borrowers hereunder,
(e) impose on any Lender, Agent or Issuing Bank any Mandatory Costs with respect to the Credit Agreement, the other Loan Documents, such Lender's Commitment or the Loans, then, and in each such case, the Borrower Borrowers will, upon demand made by such Lender or (as the case may be) any Agent or Issuing Bank at any time and from time to time and as often as the occasion therefor may arise, pay to the such Lender, Agent or Issuing Bank such additional amounts as will be sufficient to compensate the such Lender, Agent or Issuing Bank for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Agreement (Borders Group Inc)
Additional Costs, Etc. If any present or future applicable law, --------------------- which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the any Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but if not having the force of law, then generally applied by the Banks with respect to similar loans), shall:
(1a) subject the any Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Bank's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of the such Bank), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the Agent or any Bank under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the any Bank, or
(4d) impose on the any Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the Indebtedness, or any class of loans of which the Indebtedness forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank of making, funding, issuing, renewing, extending or maintaining the Indebtedness or issuing Credits, or
(ii) to reduce the amount of principal, interest or other amount payable to the Bank hereunder on account of such the Indebtedness, or
(iii) to require the Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by the Bank at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregoing interest or others sum.Letters of
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, law which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
: (1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
or (2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the any Bank under this Agreement or the other Related Loan Documents, or
or (3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the any Bank, or
or (4d) impose on the any Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, the Commitment, or any class of loans or commitments of which any of the Indebtedness Loans or the Commitment forms a part, ; and the result of any of the foregoing is
is (i) to increase the cost to the such Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Bank's Commitment, or
or (ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Bank Agent hereunder on account of such the IndebtednessCommitments or any of the Loans, or
or (iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent, to the extent permitted by law, such additional amounts as will be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum.
Appears in 1 contract
Samples: Loan Agreement (Liberty Property Limited Partnership)
Additional Costs, Etc. If any present or future applicable law, --------------------- which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1) subject shall impose on any Bank or the Bank to Agent any tax, levy, impost, duty, charge, feecharge fees, deduction or withholding withholdings of any nature or requirements with respect to this Agreement, the other Related Documents or the Indebtedness (other than taxes based upon or measured by the revenue, income or profits of the Bank), or
(2) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank of the principal of or the interest on the Indebtedness of any other amounts payable to the Bank under this Agreement or the other Related Documents, or
(3) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the Bank, or
(4) impose on the Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Documents, the IndebtednessLoans, such Bank's Commitment, the Letters of Credit or any class of loans or commitments or letters of credit of which any of the Indebtedness Loans, such Bank's Commitment or the Letters of Credit forms a part, and the result of any of the foregoing is:
(i) to increase the cost to such Bank or the Bank Agent of making, funding, issuing, renewing, extending or maintaining the Indebtedness Loans, such Bank's Commitment, or issuing Credits, the Letters of Credit; or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment, the IndebtednessLoans, drawings under the Letters of Credit, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the such Bank from Borrower the Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Bank or the Bank Agent at any time and from time to time and as often as the occasion therefor may arise, pay to the such Bank such additional amounts as will be sufficient to compensate the such Bank for such additional cost, reduction, payment or foregoing foregone interest or others sumother sum (after such Bank shall have allocated the same fairly and equitably among all customers of any class generally affected thereby).
Appears in 1 contract
Samples: Revolving Credit Agreement (Eastern Environmental Services Inc)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, such Bank's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Bank or the Bank Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment or any of the IndebtednessLoans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum. On or before the date it becomes a party to this Credit Agreement and from time to time thereafter upon any change in status rendering any certificate or document previously delivered pursuant to this ss.4.5 invalid or inaccurate, each Bank that is organized under the laws of a jurisdiction outside the United States shall (but, with respect to any renewal or change in status, if legally able to do so) deliver to the Borrower such certificates, documents or other evidence, as required by the Code or Treasury Regulations issued pursuant thereto, including Internal Revenue Service Form 1001 or Form 4224 and any other certificate or statement of exemption required by Treasury Regulation Section 1.1441-1, 1.1441-4 or 1.1441-6(c) or any subsequent version thereof or subsequent version thereto, properly completed and duly executed by such Bank establishing that such payment is (1) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with conduct by such Bank of a trade or business in the United States or (2) totally exempt from United States Federal withholding tax, or (other than in the case of such Bank on the date such Bank became a party to this Credit Agreement), subject to a reduced rate of such tax under a provision of an applicable tax treaty. The Borrower shall not be required to pay any additional amounts to any Bank pursuant to ss.4.3 or this ss.4.5 to the extent that the obligation to pay such additional amounts would not have arisen but for a failure by such Bank to comply with the provisions of the preceding sentence. Any Bank claiming any additional amounts payable pursuant to ss.4.3 or this ss.4.5 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested in writing by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or substantially reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole and absolute determination of such Bank be otherwise disadvantageous to such Bank, which determination by such Bank shall be conclusive. If a Bank or the Agent shall become aware that it is entitled to receive a refund in respect of taxes as to which it has been indemnified by the Borrower pursuant to ss.4.3 or this ss.4.5, it shall promptly notify the Borrower of the availability of such refund and shall, within thirty (30) days after receipt of a request by the Borrower, apply for such refund at the Borrower's expense. If any Bank or the Agent, as applicable, receives a refund in respect of any taxes to which it has been indemnified by the Borrower pursuant to ss.4.3 or this ss.4.5, it shall promptly repay such refund to the Borrower (to the extent of amounts that have been paid by the Borrower under ss.4.3 or this ss.4.5 with respect to such refund), net of all out-of-pocket expenses (including taxes imposed with respect to such refund) of such Bank or the Agent, as applicable, and without interest; PROVIDED, HOWEVER, that the Borrower, upon the request of such Bank or the Agent, as applicable, agrees to return such refund (plus penalties, interest or other charges) to such Bank or the Agent in the event such Bank or the Agent is required to repay such refund.
Appears in 1 contract
Samples: Revolving Credit Agreement (Connectivity Technologies Inc)
Additional Costs, Etc. If Subject to §4.4, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank any Lender or Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject the Bank any Lender or Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Lender’s Commitment, a Letter of Credit or the Indebtedness Loans (other than franchise taxes and taxes based upon or measured by the revenue, income or profits of the Banksuch Lender or Agent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the Bank any Lender under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans Loans or Letters of Credit by, or commitments of an office of the Bankany Lender, or
(4d) impose on the Bank any Lender or Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Indebtedness Loans or Letters of Credit or such Lender’s Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing CreditsLetters of Credit or such Lender’s Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to the Bank such Lender or Agent hereunder on account of such Lender’s Commitment or any of the IndebtednessLoans or Letters of Credit, or
(iii) to require the Bank such Lender or Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank such Lender or Agent from Borrower hereunder, ; then, and in each such case, the Borrower will, upon within fifteen (15) days of demand made by such Lender or (as the Bank case may be) Agent at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank such Lender or Agent such additional amounts as will such Lender or Agent shall determine in good faith to be sufficient to compensate the Bank such Lender or Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum. Each Lender and Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Lender or Agent. Notwithstanding the foregoing, Borrower shall have the right, in lieu of making the payment referred to in this §4.9, to prepay the Loans of the applicable Lender within fifteen (15) days of such demand and avoid the payment of the amounts otherwise due under this §4.9 or to cause the applicable Lender to assign its Loans and Commitments in accordance with §18.8, provided, however, that Borrower shall be required to pay together with such prepayment of the Loan all other costs, damages and expenses otherwise due under this Agreement as a result of such prepayment.
Appears in 1 contract
Samples: Revolving and Term Credit Agreement (Forestar Real Estate Group Inc.)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject the Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, the Revolving Credit Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of the Bank), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Bank or the Bank under this Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the Bank, or
(4d) impose on the Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, the Revolving Credit Commitment, or any class of loans or commitments of which any of the Indebtedness Loans or such Revolving Credit Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Revolving Credit Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to the Bank hereunder on account of such the IndebtednessRevolving Credit Commitment or any of the Loans, or
(iii) to require the Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by the Bank at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregoing foregone interest or others other sum.
Appears in 1 contract
Samples: Loan Agreement (Scan Optics Inc)
Additional Costs, Etc. If any present or future applicable law or any change in any present law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Bank Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Lender or the Bank Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Lender’s Tranche A Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Lender or the BankAdministrative Agent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Lender or the Bank Administrative Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the Bankany Lender, or
(4d) impose on any Lender or the Bank Administrative Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, such Lender’s Tranche A Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Lender’s Tranche A Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Lender’s Tranche A Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Lender or the Bank Administrative Agent hereunder on account of such Lender’s Tranche A Commitment, any Letter of Credit or any of the IndebtednessLoans, or
(iii) to require such Lender or the Bank Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Bank Administrative Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Lender or (as the Bank case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Bank Administrative Agent such additional amounts as will be sufficient to compensate such Lender or the Bank Administrative Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Lender or Fronting Bank, the Bank Issuing Bank, or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Lender's Commitment, the Loans or the Indebtedness any payment of interest or fees payable with respect to any Loans (other than taxes based upon or measured by the revenue, income or profits of such Lender, Issuing Bank, Fronting Bank or Agent, or bank franchise taxes), but including any tax or withholding applicable to any payment to be made by a Fronting Bank to the BankAgent pursuant to Section 6.3.2(a), or by any Lender to the Agent for the account of a Fronting Bank pursuant to Section 6.12.2, or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profitsprofits or bank franchise taxes) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Lender or the Bank Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, 51 -44- or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an any office of any Lender (including any Fronting Bank or the Issuing Bank), and including, without limitation, any MLA costs with respect to Sterling Facility Loans or indemnification obligations of any Lender with respect thereto, or
(4d) impose on any Lender (including any Fronting Bank or the Bank Issuing Bank) or the Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, such Lender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Lender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank any such Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Lender's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Lender or the Bank Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the IndebtednessLoans, or
(iii) to require such Lender or the Bank Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Bank Agent from Borrower the Borrowers hereunder, then, and in each such case, the Borrower will, upon within fifteen (15) days after demand made by such Lender or Fronting Bank or (as the case may be) the Agent or the Issuing Bank at any time and from time to time and as often as the occasion therefor may arise, the Borrowers will (but, in the case of GmbH, subject to Section 30 of the GmbH Act of Germany) jointly and severally pay to the such Lender, Fronting Bank, Agent or Issuing Bank such additional amounts as will be sufficient to compensate such Lender, Fronting Bank, Agent or Issuing Bank, as the Bank case may be, for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued (a) Anything in this Agreement to the Bank by contrary notwithstanding, if after the Closing Date, any central bank or other fiscal, monetary or other authority change in any applicable United States law shall (whether or not having the force of law), shall:
(1) subject the Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents or the Indebtedness (other than taxes based upon or measured by the revenue, income or profits of the Bank), or
(2i) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank Agent or any Lender of the principal of or the interest on the Indebtedness of any Loan or any other amounts payable to the Bank Agent or any Lender under this Agreement Agreement, or any of the other Related Loan Documents, or
or (3ii) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other supplementary special deposit or reserve or similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byany eligible liabilities of, or commitments of an loans by any office of the Bankor branch of, or
Agent or any Lender (4except any Reserve Requirement which is reflected in LIBOR), or (iii) impose on the Bank Agent or any Lender any other conditions condition or requirements requirement with respect to this Loan Agreement, any Note or any of the other Related Loan Documents, the Indebtedness, or any class of loans of which the Indebtedness forms a part, and the result of any of the foregoing is
is (iA) to increase the cost to the Bank Agent or any Lender of making, funding, issuing, renewing, extending funding or maintaining all or any part of the Indebtedness principal of the LIBOR Rate Loans by an amount deemed in good faith by such Lender or issuing Creditsthe Agent to be material, or
or (iiB) to reduce the amount of principal, interest or any other amount sum payable by Borrower to Agent or any Lender under this Agreement, any Note or any of the Bank hereunder on account of such the Indebtednessother Loan Documents, or
or (iiiC) to require the Bank Agent or any Lender to make any payment or to forego any interest or other sum payable hereunderby Borrower to Agent (other than the Agency Fee) or any Lender under this Agreement, any Note or any of the other Loan Documents, the amount of which payment or foregone interest or other sum is measured by or calculated by reference to the gross amount of any sum receivable by Agent or deemed received by the Bank any Lender from Borrower hereunderunder this Agreement, any Note or any of the other Loan Documents, then, and in each such case, Borrower will pay to Agent for Agent or the Borrower willaccount of a Lender, upon demand made by the Bank at any time and from time to time and as often as the occasion therefor case may arisebe, pay to the Bank within forty-five (45) days of written notice by Agent or such Lender, such additional amounts as will be sufficient to compensate the Bank Agent or such Lender for such additional cost, reduction, payment or foregoing foregone interest or others other sum. Agent or any Lender, as the case may be, shall provide to Borrower reasonable documentation, including calculations in reasonable detail, to support the basis for such costs, etc., being claimed, together with such written notice. Anything in this paragraph to the contrary notwithstanding, the foregoing provisions of this paragraph shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting solely from or arising solely as a consequence of any taxes charged upon or by reference to the overall net income, profits or gains of Agent or any Lender.
(b) If any Lender shall reasonably determine that any present or future applicable law, rule or regulation regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder, to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by any amount deemed in good faith by such Lender to be material, then Borrower shall pay to such Lender within forty-five (45) days upon receipt of written notice thereof, such amount or amounts, in addition to the amounts payable under the other provisions of this Agreement, the Notes or any of the other Loan Documents, as will compensate for such reduction. Such Lender shall provide to Borrower a copy of the calculations showing how in reasonable detail such determination has been made together with such notice. Determinations by any Lender of the additional amount or amounts required to compensate such Lender in respect of the foregoing shall be prima facie evidence of the correctness of such calculations. In determining such amount or amounts, Lenders may use any reasonable averaging and attribution methods.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the any Bank by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall:
(1a) subject the such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank’s Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank imposed by the Bankjurisdiction of its incorporation or organization, or the location of its lending office), ; or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to the such Bank of the principal or of or the interest on the Indebtedness of any Loans or any other amounts payable to the such Bank under this Agreement or the other Related Loan Documents, ; or
(3c) except as provided in §5.6 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the applicable rate for Competitive Bid Loans, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any Bank with respect to this Agreement, the other Loan Documents, such Bank, ’s Commitment or the Loans; or
(4d) impose on the such Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank’s Commitment or any class of loans or commitments of which any of the Indebtedness Loans or such Bank’s Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to the such Bank of making, funding, issuing, renewing, extending or maintaining the Indebtedness Loans or such Bank’s Commitment or issuing Credits, oror participating in Letters of Credit;
(ii) to reduce the amount of principal, interest or other amount payable to the such Bank hereunder on account of such Bank’s Commitment, the Indebtedness, Loans or the Reimbursement Obligations; or
(iii) to require the such Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the such Bank from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by the such Bank at any time and from time to time and as often as the occasion therefor may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to the Bank such reasonable additional amounts as will be sufficient to compensate the such Bank for such additional costcosts, reduction, payment or foregoing foregone interest or others other sum; provided that the determination and allocation of amounts, if any, claimed by any Bank under this §5.5 are made on a reasonable basis in a manner consistent with such Bank’s treatment of customers of such Bank that such Bank considers, in its reasonable discretion, to be similar to the Borrower and having generally similar provisions in their agreements with such Bank.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law or any change in any present law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Bank Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Lender or the Bank Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Lender's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Lender or the BankAdministrative Agent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Lender or the Bank Administrative Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the Bankany Lender, or
(4d) impose on any Lender or the Bank Administrative Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, such Lender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Lender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Lender's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Lender or the Bank Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the IndebtednessLoans, or
(iii) to require such Lender or the Bank Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Bank Administrative Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Lender or (as the Bank case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Bank Administrative Agent such additional amounts as will be sufficient to compensate such Lender or the Bank Administrative Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, which ---------- ------ --- expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Revolver Loan Documents, any Letters of Credit, such Bank's Revolver Commitment or the Indebtedness Revolving Credit Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Revolving Credit Loans or any other amounts payable to any Bank or the Bank Agent under this Credit Agreement or any of the other Related Revolver Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Revolver Loan Documents, any Letters of Credit, the IndebtednessRevolving Credit Loans, such Bank's Revolver Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Revolving Credit Loans or such Bank's Revolver Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Revolving Credit Loans or issuing Creditssuch Bank's Revolver Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Revolver Commitment, any Letter of Credit or any of the IndebtednessRevolving Credit Loans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum. On or before the date it becomes a party to this Credit Agreement and from time to time thereafter upon any change in status rendering any certificate or document previously delivered pursuant to this (S)5.5 invalid or inaccurate, each Bank and the Agent that is not a U.S. Person as defined in Section 7701(a)(30) of the Code for federal income tax purposes (a "Non-U.S. Lender") hereby agrees that, if and to the extent it is legally able to do so, it shall, prior to the date of the first payment by the Borrower hereunder to be made to such Bank or the Agent or for such Bank's or the Agent's account, deliver to the Borrower and the Agent, as applicable, such certificates, documents or other evidence, as and when required by the Code or Treasury Regulations issued pursuant thereto, including (a) in the case of a Non-U.S. Lender that is a "bank" for purposes of Section 881(c)(3)(A) of the Code, two (2) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required by Treasury Regulations, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Bank or the Agent establishing that with respect to payments of principal, interest or fees hereunder it is (i) not subject to United States federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank or Agent of a trade or business in the United States or (ii) totally exempt or partially exempt from United States federal withholding tax under a provision of an applicable tax treaty and (b) in the case of a Non-U.S. Lender that is not a "bank" for purposes of Section 881(c)(3)(A) of the Code, a certificate in form and substance reasonably satisfactory to the Agent and the Borrower and to the effect that (i) such Non- U.S. Lender is not a "bank" for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or qualification for any exemption from any tax, securities law or other legal requirements, (ii) is not a ten (10) percent shareholder for purposes of Section 881(c)(3)(B) of the Code and (iii) is not a controlled foreign corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the Code, together with a properly completed Internal Revenue Service Form W-8 or W-9, as applicable (or successor forms). Each Bank or the Agent agrees that it shall, promptly upon a change of its lending office or the selection of any additional lending office, to the extent the forms previously delivered by it pursuant to this section are no longer effective, and promptly upon the Borrower's or the Agent's reasonable request after the occurrence of any other event (including the passage of time) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in replacement of the forms previously delivered, deliver to the Borrower and the Agent, as applicable, if and to the extent it is properly entitled to do so, a properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or any successor forms thereto). The Borrower shall not be required to pay any additional amounts to any Non-U.S. Lender in respect of United States federal withholding tax pursuant to (S)5.3 or (S)5.5 to the extent that the obligation to pay such additional amounts would not have arisen but for a failure by such Non-U.S. Lender to comply with the provisions of this (S)5.5; provided, however, that the foregoing shall not relieve the -------- ------- Borrower of its obligation to pay additional amounts pursuant to (S)5.3 or this (S)5.5 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in interpretation, administration or application thereof, a Non-US Lender that was previously entitled to receive all payments under this Credit Agreement and the Revolving Credit Notes without deduction or withholding of any United States federal income taxes is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Bank is not subject to withholding. Any Bank claiming any additional amounts payable pursuant to (S)5.3 or this (S)5.5 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested in writing by the Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or substantially reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole and absolute determination of such Bank be otherwise disadvantageous to such Bank, which determination by such Bank shall be conclusive. If a Bank or the Agent shall become aware that it is entitled to receive a refund in respect of taxes as to which it has been indemnified by the Borrower pursuant to (S)5.3 or this (S)5.5, it shall promptly notify the Borrower of the availability of such refund and shall, within thirty (30) days after receipt of a request by the Borrower, apply for such refund at the Borrower's expense. If any Bank or the Agent, as applicable, receives a refund in respect of any taxes to which it has been indemnified by the Borrower pursuant to (S)5.3 or this (S)5.5, it shall promptly repay such refund to the Borrower (to the extent of amounts that have been paid by the Borrower under (S)5.3 or this (S)5.5 with respect to such refund), net of all out-of-pocket expenses (including taxes imposed with respect to such refund) of such Bank or the Agent, as applicable, and without interest; provided, however, that the Borrower, upon the request of -------- ------- such Bank or the Agent, as applicable, agrees to return such refund (plus penalties, interest or other charges) to such Bank or the Agent in the event such Bank or the Agent is required to repay such refund.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the any Bank by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall:
(1a) subject the such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Domestic Commitment or Canadian Commitment, or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank imposed by the Bankjurisdiction of its incorporation or organization, or the location of its lending office), ; or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to the such Bank of the principal or of or the interest on the Indebtedness of any Loans or any other amounts payable to the such Bank under this Agreement or the other Related Loan Documents, ; or
(3c) except as provided in Section 6.6 or as otherwise reflected in the Base Rate, Canadian Base Rate, Canadian Prime Rate, the Eurodollar Rate, or the Competitive Bid Rate, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any Bank with respect to this Agreement, the other Loan Documents, such Bank's Domestic Commitment or Canadian Commitment, or the Loans; or
(4d) impose on the such Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank's Domestic Commitment or Canadian Commitment, as applicable, or any class of loans or commitments of which any of the Indebtedness Loans or such Bank's Domestic Commitment or Canadian Commitment, as applicable, forms a part, and the result of any of the foregoing is:
(i) to increase the cost to the such Bank of making, funding, issuing, renewing, extending or maintaining the Indebtedness Loans or such Bank's Domestic Commitment or Canadian Commitment, as applicable, or issuing Creditsor participating in Letters of Credit, oror accepting and purchasing Bankers' Acceptances;
(ii) to reduce the amount of principal, interest or other amount payable to the such Bank hereunder on account of such Bank's Domestic Commitment, Canadian Commitment or the IndebtednessLoans, the Reimbursement Obligations or Bankers' Acceptances; or
(iii) to require the such Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the such Bank from Borrower the Borrowers hereunder, then, and in each such case, the Borrower Canadian Borrowers, in the case of Canadian Loans, Canadian Letters of Credit and Bankers' Acceptances, and the Company, in each other case, will, upon demand made by the such Bank at any time and from time to time and as often as the occasion therefor therefore may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to the Bank such reasonable additional amounts as will be sufficient to compensate the such Bank for such additional costcosts, reduction, payment or foregoing foregone interest or others other sum.
Appears in 1 contract
Samples: Revolving Credit Agreement (Usa Waste Services Inc)
Additional Costs, Etc. If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the any Bank by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall:
(1a) subject the such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank imposed by the Bankjurisdiction of its incorporation or organization, or the location of its lending office), ; or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to the such Bank of the principal or of or the interest on the Indebtedness of any Loans or any other amounts payable to the such Bank under this Agreement or the other Related Loan Documents, ; or
(3c) except as provided in Section 6.5 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the applicable rate for Competitive Bid Loans, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any Bank with respect to this Agreement, the other Loan Documents, such Bank, 's Commitment or the Loans; or
(4d) impose on the such Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank's Commitment or any class of loans or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to the such Bank of making, funding, issuing, renewing, extending or maintaining the Indebtedness Loans or such Bank's Commitment or issuing Credits, oror participating in Letters of Credit;
(ii) to reduce the amount of principal, interest or other amount payable to the such Bank hereunder on account of such Bank's Commitment, the Indebtedness, Loans or the Reimbursement Obligations; or
(iii) to require the such Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the such Bank from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by the such Bank at any time and from time to time and as often as the occasion therefor therefore may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to the Bank such reasonable additional amounts as will be sufficient to compensate the such Bank for such additional costcosts, reduction, payment or foregoing foregone interest or others other sum.
Appears in 1 contract
Additional Costs, Etc. If any present change in any applicable law, or future applicable enactment of any new law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)authority, shall:
(1) 4.6.1 subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the principal amount of or interest on any Obligations, or fees, expenses, indemnities or other amounts payable to any Bank or the Agent under this Credit Agreement, the other Related Documents or Credit Documents, such Bank's Commitment for Loans, such Bank's Commitment for Bond, the Indebtedness Loans, the Bond (other than taxes based upon or measured by the revenue, income or profits or franchise or similar business licensing taxes of such Bank or the BankAgent), or
(2) 4.6.2 materially change the basis of taxation (except for changes in taxes on revenue, income or profitsprofits or franchise or similar business licensing taxes) of payments to the any Bank of the principal of or the interest on any Loan or the Indebtedness of Bond or any other amounts payable to any Bank or the Bank Agent under this Credit Agreement or any of the other Related Credit Documents, or
(3) 4.6.3 impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank, that has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of such Bank's obligations hereunder to a level below that which such Bank could have achieved but for such compliance (taking into consideration such Bank's policies with respect to capital adequacy immediately before such compliance by an amount deemed by such Bank to be material, or
(4) 4.6.4 impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Credit Documents, the IndebtednessLoans, the Bond, such Bank's Commitment for Loans, such Bank's Commitment for Bond, or any class of loans or commitments of which any of the Indebtedness Loans, the Bond, or such Bank's Commitment for Loans or such Bank's Commitment for Bond, forms a part, and the result of any of the foregoing is:
(ia) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans, the Bond, or issuing Creditssuch Bank's Commitment for Loans or Commitment for Bond, or
(iib) to reduce the amount of principal, interest interest, or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment for Loans or Commitment for Bond, or any of the IndebtednessLoans or the Bond, or
(iiic) to require such Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from Borrower the Obligors hereunder, ; then, and in each such case, the Borrower Obligors will, upon demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others such other sum, without duplication of any payment coming due under SECTION 4.7.
Appears in 1 contract
Samples: Credit Agreement (Bacou Usa Inc)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or Holder or the Bank Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Lender or Holder or the Bank Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the Notes, the other Related Documents Loan Documents, such Lender's Commitment, the Loans or any payment of interest or fees payable with respect to the Indebtedness Loans or any Notes (other than taxes based upon or measured by the revenue, income or profits of the Banksuch Lender, Holder or Administrative Agent, or bank franchise taxes), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profitsprofits or bank franchise taxes) of payments to the Bank any Lender or Holder of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Lender or Holder or the Bank Administrative Agent under this Agreement Agreement, the Notes or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an any office of the Bankany Lender or Holder, or
(4d) impose on any Lender or Holder or the Bank Administrative Agent any other conditions or requirements with respect to this Loan Agreement, the Notes, the other Related Loan Documents, the IndebtednessLoans, such Lender's Commitment, or any class of loans or commitments of which any of the Indebtedness Loans, the Notes or such Lender's Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to the Bank any such Lender or Holder of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Lender's Commitment or any Note, or
(ii) to reduce the amount of principal, interest interest, or other amount payable to such Lender or Holder or the Bank Administrative Agent hereunder on account of such Lender's Commitment, any Note or any of the IndebtednessLoans, or
(iii) to require such Lender or Holder or the Bank Administrative Agent to make any payment or to forego any interest or other sum payable hereunderhereunder or under any of the Notes, 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 Lender or Holder or the Bank Administrative Agent from Borrower the Company hereunder, then, and in each such case, the Borrower will, upon within fifteen (15) days after demand made by such Lender or Holder or the Bank Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, the Company will pay to the Bank such Lender, Holder or Administrative Agent such additional amounts as will be sufficient to compensate such Lender, Holder or Administrative Agent, as the Bank case may be, for such additional cost, reduction, payment or foregoing foregone interest or others other sum.
Appears in 1 contract
Samples: Senior Subordinated Note Purchase Agreement (Transtechnology Corp)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, such Bank's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Bank or the Bank Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Bank's Commitment, or
(ii) to reduce the amount of principal, interest interest, or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment, or any of the IndebtednessLoans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Agent or such Bank shall give prompt notice thereof to the Borrower, and the Borrower will, upon demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Stride & Associates Inc)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but if not having the force of law, then generally applied by the Banks or the Agent with respect to similar loans), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Bank's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the Agent or any Bank under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Bank's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment, any Letter of Credit or any of the IndebtednessLoans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made within thirty (30) days after notice by the Agent or such Bank (such notice to be given promptly by the Agent or such Bank upon the making of any such determination), at any time and from time to time and as often as the occasion therefor may arise, but subject to the limitations set forth in Section 5.7, pay to such Bank or the Bank Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum, PROVIDED that such Bank or the Agent is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Bank's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of the BankExcluded Taxes), or
(2) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank of the principal of or the interest on the Indebtedness of any other amounts payable to the Bank under this Agreement or the other Related Documents, or
(3b) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank (except to the Bankextent already reflected in the calculation of the Eurocurrency Rate), or
(4c) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Bank's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment, any Letter of Credit or any of the IndebtednessLoans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum. In the case of payments arising by reason of clauses (b) or (c) of this Section 7.7, each Bank agrees to provide the Parent with notice within ninety (90) days of becoming aware of any fact giving rise to this Section 7.7, and if it shall fail to do so, the Parent shall not be obligated to pay any amounts to such Bank arising by reason of such clauses. On or before the date it becomes a party to this Credit Agreement and from time to time thereafter upon any change in status rendering any certificate or document previously delivered pursuant to this sentence invalid or inaccurate, each Bank that is organized under the laws of a jurisdiction outside the United States shall (but, with respect to any renewal or change in status, only to the fullest extent that it is legally able to do so) deliver to the Parent and each other Domestic Borrower such certificates, documents or other evidence, as required by the Code or Treasury Regulations issued pursuant thereto, including Internal Revenue Service Form 1001 or Form 4224 and any other certificate or statement of exemption required by Treasury Regulation Section 1.1441-1, 1.1441-4 or 1.1441-6(c) or any subsequent version thereof or subsequent version thereto, properly completed and duly executed by such Bank establishing that such payment is (a) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with conduct by such Bank of a trade or business in the United States or (b) totally exempt from United States Federal withholding tax, or (other than in the case of such Bank on the date such Bank became a party to this Credit Agreement), subject to a reduced rate of such tax under a provision of an applicable tax treaty and in any event not subject to any back-up withholding. In addition, on or before the date on which each Foreign Borrower becomes a party to this Credit Agreement, and from time to time thereafter upon any change in status rendering any certificate or document previously delivered pursuant to this paragraph invalid or inaccurate, each Bank that is organized under the laws of a jursidiction other than that in which such Borrower is organized shall, to the extent requested by such Borrower and to the fullest extent that it lawfully may do so, deliver to such Borrower such certificates, documents, or other evidence, as required by applicable law or treaty, properly completed and duly executed by such Bank, establishing that such payment is (x) not subject to withholding tax under the law of such jurisdiction or (y) totally exempt from such withholding tax or subject to a reduced rate of such tax under a provision of an applicable tax treaty, and in any event not subject to any back-up withholding. The relevant Borrower agrees to furnish to each Bank the applicable tax forms promptly upon request therefor. Neither the Parent nor any Borrower shall be required to pay any additional amounts to any Bank pursuant to Section 7.3 or this Section 7.7 to the extent that the obligation to pay such additional amounts would not have arisen but for a failure by such Bank to comply with the provisions of the preceding sentences. Any Bank claiming any additional amounts payable pursuant to Section 7.3 or this Section 7.7 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested in writing by the Parent or to change the jurisdiction of its applicable lending certificate office if the making of such a filing or change would avoid the need for or substantially reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole and absolute determination of such Bank be otherwise disadvantageous to such Bank, which determination by such Bank shall be conclusive. If a Bank or the Agent shall become aware that it is entitled to receive a refund in respect of taxes as to which it has been indemnified by the Parent or any Borrower pursuant to Section 7.3 or this Section 7.7, it shall promptly notify the Parent of the availability of such refund and shall, within thirty (30) days after receipt of a request by the Parent, apply for such refund at the Parent's expense. If any Bank or the Agent, as applicable, receives a refund in respect of any taxes to which it has been indemnified by the Parent pursuant to Section 7.3 or this Section 7.7, it shall promptly repay such refund to the Parent (to the extent of amounts that have been paid by the Parent or any Borrower under Section 7.3 or this Section 7.7 with respect to such refund), net of all out-of-pocket expenses (including taxes imposed with respect to such refund) of such Bank or the Agent, as applicable, and without interest; provided, however, that the Borrower, upon the request of such Bank or the Agent, as applicable, agrees to return such refund (plus penalties, interest or other charges) to such Bank or the Agent in the event such Bank or the Agent is required to repay such refund. In addition, if any Borrower or the Parent makes a payment of any amounts in respect of taxes under Section 7.3 or this Section 7.7 and such Bank later realizes any other type of tax saving or other benefit (whether by receipt of a foreign tax credit, relief or repayment in respect of any tax or other imposition paid or payable by it or otherwise) in any jurisdiction, if such Bank determines, in its sole discretion and using any method which such Bank deems appropriate, that all or any portion of such tax saving or benefit is allocable to any taxes paid or indemnified by the Parent or any Borrower under this Credit Agreement, such Bank will promptly pay to such Borrower or the Parent, as the case may be, an amount equal to such portion. Nothing contained in this paragraph shall (a) entitle the Parent or any Borrower to inspect or review any books or records of any Bank, (b) require any Bank to disclose any information concerning its tax position or any other information determined by any Bank, in its sole discretion to be confidential or proprietary, (c) require any Bank to establish procedures for allocating to specific transactions any tax savings or benefits attributable to payments in respect of taxes of the type described in Section 7.3 and Section 7.7 or (d) require any Bank to disclose or detail the basis of any calculation of the amount of any tax saving or benefit obtained by such Bank or the basis of any determination made by such Bank under this paragraph.
Appears in 1 contract
Samples: Revolving Credit Agreement (Sensormatic Electronics Corp)
Additional Costs, Etc. If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the any Bank by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law); provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be included in such expression, regardless of the date enacted, adopted or issued) shall:
(1a) subject the such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank’s Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank imposed by the Bankjurisdiction of its incorporation or organization, or the location of its lending office), ; or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to the such Bank of the principal or of or the interest on the Indebtedness of any Loans or any other amounts payable to the such Bank under this Agreement or the other Related Loan Documents, ; or
(3c) except as provided in §5.6 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the applicable rate for Competitive Bid Loans, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any Bank with respect to this Agreement, the other Loan Documents, such Bank, ’s Commitment or the Loans; or
(4d) impose on the such Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank’s Commitment or any class of loans or commitments of which any of the Indebtedness Loans or such Bank’s Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to the such Bank of making, funding, issuing, renewing, extending or maintaining the Indebtedness Loans or such Bank’s Commitment or issuing Credits, oror participating in Letters of Credit;
(ii) to reduce the amount of principal, interest or other amount payable to the such Bank hereunder on account of such Bank’s Commitment, the Indebtedness, Loans or the Reimbursement Obligations; or
(iii) to require the such Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the such Bank from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by the such Bank at any time and from time to time and as often as the occasion therefor may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to the Bank such reasonable additional amounts as will be sufficient to compensate the such Bank for such additional costcosts, reduction, payment or foregoing foregone interest or others other sum; provided that the determination and allocation of amounts, if any, claimed by any Bank under this §5.5 are made on a reasonable basis in a manner consistent with such Bank’s treatment of customers of such Bank that such Bank considers, in its reasonable discretion, to be similar to the Borrower and having generally similar provisions in their agreements with such Bank.
Appears in 1 contract
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Commitment (including the Swing Loan Commitment) or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the any Bank under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit from, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank's Commitment (including the Swing Loan Commitment), or any class of loans or commitments of which any of the Indebtedness Loans or such Bank's Commitment (including the Swing Loan Commitment) forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Bank's Commitment (including the Swing Loan Commitment), or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment (including the IndebtednessSwing Loan Commitment) or any of the Loans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from Borrower hereunder, then, and in each such case, the Borrower will, upon within fifteen (15) days of demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent. Notwithstanding the foregoing, the Borrower shall have the right, in lieu of making the payment referred to in this Section 4.9, to prepay the Loans and terminate the Commitments within thirty (30) days of such demand and avoid the payment of the amounts otherwise due under this Section 4.9, provided, however, that the Borrower shall be required to pay together with such prepayment of the Loans all other costs, damages and expenses otherwise due under Section 4.8 of this Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (New Plan Excel Realty Trust Inc)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank any Lender or Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject the Bank any Lender or Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, such Lender’s Commitments or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of the Banksuch Lender or Agent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the Bank any Lender or Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the Bankany Lender, or
(4d) impose on the Bank any Lender or Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, the Indebtednesssuch Lender’s Commitments, or any class of loans loans, or commitments of which any of the Indebtedness Loans or such Lender’s Commitments forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans, or issuing Creditssuch Lender’s Commitments, or
(ii) to reduce the amount of principal, interest interest, or other amount payable to the Bank such Lender or Agent hereunder on account of such Lender’s Commitments, or any of the IndebtednessLoans, or
(iii) to require the Bank such Lender or Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or Agent from the Bank from Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Lender or (as the Bank case may be) such Agent at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank such Lender or such Agent such additional amounts as will be sufficient to compensate the Bank such Lender or such Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum.
Appears in 1 contract
Samples: Subordination Agreement (Whitehall Jewelers Holdings, Inc.)
Additional Costs, Etc. If Except for any matters addressed by Section 19, and except as otherwise reflected in the interest rate applicable under this Agreement, if any change in any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Issuing Bank by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) or if any applicable law adopted after the date hereof shall:
(1a) subject such Bank or the Issuing Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Commitment, the Loans, any Letters of Credit or the Indebtedness Bankers' Acceptances (other than taxes based upon or measured by the revenueincome, income capital or profits of such Bank or the BankIssuing Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office or any political subdivision thereof), ; or
(2b) materially change the basis of taxation (except for changes in taxes on revenueincome, income capital or profitsprofits of such Bank or the Issuing Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office or any political subdivision thereof) of payments to such Bank or the Issuing Bank of the principal or of or the interest on any Loans or Letters of Credit or the Indebtedness of Bankers' Acceptances or any other amounts payable to such Bank or the Issuing Bank under this Agreement or the other Related Loan Documents, ; or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or reimbursement obligations owed to, or commitments of of, an office of any Bank or the Issuing Bank with respect to this Agreement, the other Loan Documents, such Bank's Commitment, the Loans, the Letters of Credit or the Bankers' Acceptances; or
(4d) impose on such Bank or the Issuing Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, the Bankers' Acceptances, any Letters of Credit, such Bank's Commitment, or any class of loans or commitments of which any of the Indebtedness Loans, such Letters of Credit or such Bank's Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to such Bank or the Issuing Bank of making, funding, issuing, renewing, extending or maintaining the Indebtedness Loans or issuing Credits, orsuch Bank's Commitment or any Letter of Credit or accepting and purchasing Bankers' Acceptances;
(ii) to reduce the amount of principal, interest interest, reimbursement obligations or other amount payable to such Bank or the Issuing Bank hereunder on account of such Bank's Commitment or the Indebtedness, Loans or Bankers' Acceptances or any Letter of Credit; or
(iii) to require such Bank or the Issuing Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Issuing Bank from Borrower the Borrowers hereunder, then, and in each such case, the applicable Borrower will, upon demand made by such Bank or the Issuing Bank at any time and from time to time and as often as the occasion therefor therefore may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to the Bank such reasonable additional amounts as will be sufficient to compensate such Bank or the Issuing Bank for such additional costcosts, reduction, payment or foregoing foregone interest or others other sum. A Borrower shall only be obligated to pay a Bank or the Issuing Bank such additional amounts to the extent such Bank or the Issuing Bank has allocated such additional costs, reduction, payment or foregone interest or other sum among its like situated customers in good faith and on an equitable and nondiscriminatory basis.
Appears in 1 contract
Samples: Global Revolving Credit Agreement (Ryder System Inc)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the any Bank under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank's Commitment, or any class of loans or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment or any of the IndebtednessLoans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon within thirty (30) days of demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent. Notwithstanding the foregoing, the Borrower shall have the right, in lieu of making the payment referred to in this Section 4.9, to prepay the Loan of the applicable Bank within thirty (30) days of such demand and avoid the payment of the amounts otherwise due under this Section 4.9, provided, however, that the Borrower shall be required to pay together with such prepayment of the Loan all other costs, damages and expenses otherwise due under Section 4.8 of this Agreement as a result of such prepayment, and following such prepayment, the Total Commitment shall be reduced by the amount of the Loan so prepaid, and the Commitment Percentages of the remaining Banks shall be adjusted based on the percentage that each Bank's Commitment bears to the adjusted Total Commitment.
Appears in 1 contract
Samples: Revolving Credit Agreement (Crescent Real Estate Equities Co)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other -42- 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 Lender or the Bank Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Lender or the Bank Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Lender's Revolving Credit Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Lender or the BankAdministrative Agent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Lender or the Bank Administrative Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans Loans by, or commitments Letters of Credit issued by, or Revolving Credit Commitment of an office of the Bankany Lender, or
(4d) impose on any Lender or the Bank Administrative Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, such Lender's Revolving Credit Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Lender's Revolving Credit Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Lender's Revolving Credit Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Lender or the Bank Administrative Agent hereunder on account of such Lender's Revolving Credit Commitment, any Letter of Credit or any of the IndebtednessLoans, or
(iii) to require such Lender or the Bank Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum -43- receivable or deemed received by such Lender or the Bank Administrative Agent from Borrower the Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Lender or (as the Bank case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Bank Administrative Agent such additional amounts as will be sufficient to compensate such Lender or the Bank Administrative Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Iesi Tx Corp)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Bank's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of the BankExcluded Taxes), or
(2) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank of the principal of or the interest on the Indebtedness of any other amounts payable to the Bank under this Agreement or the other Related Documents, or
(3b) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Bank (except to the Bankextent already reflected in the calculation of the Eurocurrency Rate), or
(4c) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Bank's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment, any Letter of Credit or any of the IndebtednessLoans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by the Bank at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregoing interest or others sum.,
Appears in 1 contract
Samples: Revolving Credit Agreement (Sensormatic Electronics Corp)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Commitment, the Loans or the Indebtedness Letters of Credit (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the any Bank under this Agreement or the other Related Loan Documents, or
(3) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force 44 of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the any Bank, or
(4) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, the Letters of Credit, such Bank's Commitment, or any class of loans or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i1) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans, the Letters of Credit or issuing Creditssuch Bank's Commitment, or
(ii2) to reduce the amount of principal, interest or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment or any of the IndebtednessLoans or the Letters of Credit, or
(iii3) to require such Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon will within fifteen (15) days after demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent.
Appears in 1 contract
Samples: Master Revolving Credit Agreement (Ramco Gershenson Properties Trust)
Additional Costs, Etc. If any present future, or future change in any present, applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank Lenders by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject the Bank Lenders to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, the Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of the BankLenders or the like), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profitsprofits or the like) of payments to the Bank Agent of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the Bank Lenders under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the BankAgent, or
(4d) impose on the Bank Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, the Commitment, or any class of loans or commitments of which any of the Indebtedness Loans or the Commitment forms a part, ; and the result of any of the foregoing is:
(i) to increase the actual cost to the Bank Lenders of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditsthe Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to the Bank Agent hereunder on account of such the IndebtednessCommitment or any of the Loans, or
(iii) to require the Bank Lenders to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by the Bank Agent at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank Agent such additional amounts as will be sufficient to compensate the Bank Lenders for such additional cost, reduction, payment or foregoing foregone interest or others other sum.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Bank Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Lender or the Bank Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Lender's Commitment or the Indebtedness Revolving Credit Loans (other than taxes based upon or measured by the revenue, income or profits of such Lender or the BankAdministrative Agent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Revolving Credit Loans or any other amounts payable to any Lender or the Bank Administrative Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the Bankany Lender, or
(4d) impose on any Lender or the Bank Administrative Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessRevolving Credit Loans, such Lender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Revolving Credit Loans or such Lender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Revolving Credit Loans or issuing Creditssuch Lender's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Lender or the Bank Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the IndebtednessRevolving Credit Loans, or
(iii) to require such Lender or the Bank Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Bank Administrative Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Lender or (as the Bank case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Bank Administrative Agent such additional amounts as will be sufficient to compensate such Lender or the Bank Administrative Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum, provided that the Borrower shall not be liable to any Lender or the Administrative Agent for costs incurred more than one hundred eighty (180) days prior to receipt by the Borrower of such demand for payment from such Lender or, as the case may be, the Administrative Agent, unless such costs were incurred prior to such one hundred eighty (180) day period as a result of such present or future applicable law being retroactive to a date which occurred prior to such one hundred eighty (180) day period and such Lender or, as the case may be, the Administrative Agent, has given notice to the Borrower of the effectiveness of such law within one hundred eighty (180) days after the effective date thereof.
Appears in 1 contract
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, or any amendment, modification or phasing in of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank’s Commitment, a Letter of Credit or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of the BankExcluded Taxes), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the any Bank under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Indebtedness Loans or such Bank’s Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness LIBOR Rate Loans, the Letters of Credit or issuing Creditssuch Bank’s Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank’s Commitment or any of the IndebtednessLoans or the Letters of Credit, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon will within fifteen (15) days after demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent.
Appears in 1 contract
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents or Loan Documents, such Bank's Commitment the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits or gross receipts of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the any Bank under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank's Commitment, or any class of loans or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment or any of the IndebtednessLoans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon will within fifteen (15) days after demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent.
Appears in 1 contract
Samples: Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Bank Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Lender or the Bank Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Lender's Commitment or the Indebtedness Revolving Credit Loans (other than taxes based upon or measured by the revenue, income or profits of such Lender or the BankAdministrative Agent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Revolving Credit Loans or any other amounts payable to any Lender or the Bank Administrative Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the Bankany Lender, or
(4d) impose on any Lender or the Bank Administrative Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessRevolving Credit Loans, such Lender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Revolving Credit Loans or such Lender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Revolving Credit Loans or issuing Creditssuch Lender's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Lender or the Bank Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the IndebtednessRevolving Credit Loans, or
(iii) to require such Lender or the Bank Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Bank Administrative Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Lender or (as the Bank case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Bank Administrative Agent such additional amounts as will be sufficient to compensate such Lender or the Bank Administrative Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum, PROVIDED that the Borrower shall not be liable to any Lender or the Administrative Agent for costs incurred more than ninety (90) days prior to receipt by the Borrower of such demand for payment from such Lender or, as the case may be, the Administrative Agent, unless such costs were incurred prior to such one hundred eighty (180) day period as a result of such present or future applicable law being retroactive to a date which occurred prior to such ninety (90) day period and such Lender or, as the case may be, the Administrative Agent, has given notice to the Borrower of the effectiveness of such law within ninety (90) days after the effective date thereof.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Bank Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Lender or the Bank Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Lender's Commitment or the Indebtedness Revolving Credit Loans (other than taxes based upon or measured by the revenue, income or profits of such Lender or the BankAdministrative Agent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Revolving Credit Loans or any other amounts payable to any Lender or the Bank Administrative Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the Bankany Lender, or
(4d) impose on any Lender or the Bank Administrative Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessRevolving Credit Loans, such Lender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Revolving Credit Loans or such Lender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Revolving Credit Loans or issuing Creditssuch Lender's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Lender or the Bank Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the IndebtednessRevolving Credit Loans, or
(iii) to require such Lender or the Bank Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Bank Administrative Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Lender or (as the Bank case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Bank Administrative Agent such additional amounts as will be sufficient to compensate such Lender or the Bank Administrative Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject the Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, the Bank's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of the BankBank or taxes in lieu thereof), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the Bank under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the Bank, or
(4d) impose on the Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, the Commitment, or any class of loans or commitments of which any of the Indebtedness Loans or the Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to the Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditsthe Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to the Bank hereunder on account of such the IndebtednessCommitment or any of the Loans, or
(iii) to require the Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by the Bank at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregoing interest or others sum.is
Appears in 1 contract
Additional Costs, Etc. If any change after the date hereof of any present or adoption of any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject the Bank Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of the BankLender), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the Bank Lender under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the BankLender, or
(4d) impose on the Bank Lender any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoan, or any class of loans or commitments of which the Indebtedness any Loan forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to the Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness or issuing CreditsLoans, or
(ii) to reduce the amount of principal, interest or other amount payable to the Bank Lender hereunder on account of such any of the IndebtednessLoans, or
(iii) to require the Bank Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank Lender from Borrower the Principal Borrowers hereunder, then, and in each such case, the Borrower Principal Borrowers will, upon demand made by the Bank Lender at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank Lender such additional amounts as will be sufficient to compensate the Bank Lender for such additional cost, reduction, payment or foregoing foregone interest or others sumother sum incurred by Lender with respect to this Agreement.
Appears in 1 contract
Additional Costs, Etc. If any present future Applicable Law --------------------- or any change in any existing or future applicable lawApplicable Law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1i) subject any Bank or the Bank Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAdministrative Agent), or
(2ii) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the any Bank under this Agreement or the other Related Loan Documents, or
(3iii) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the any Bank, or
(4iv) impose on any Bank or the Bank Administrative Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank's Commitment, or any class of loans or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) A. to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Bank's Commitment, or
(ii) B. to reduce the amount of principal, interest or other amount payable to such Bank or the Bank Administrative Agent hereunder on account of such Bank's Commitment or any of the IndebtednessLoans, or
(iii) C. to require such Bank or the Bank Administrative Agent to make any payment or to forego forgo any interest or other sum payable hereunder, the amount of which payment or foregone forgone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Administrative Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon within fifteen (15) days after demand made by such Bank or (as the Bank case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Administrative Agent such additional amounts as will such Bank or the Administrative Agent shall determine in good faith and certify in a notice to the Borrower in reasonable detail to be sufficient to compensate such Bank or the Bank Administrative Agent for such additional cost, reduction, payment or foregoing forgone interest or others other sum; provided, however, that the Borrower shall not be required under this Section to reimburse any Bank or the Administrative Agent for incremental additions to administrative overhead and other similar internal costs of regulatory compliance. Each Bank and the Administrative Agent will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank or the Administrative Agent (as the case may be) to compensation pursuant to this Section, and the applicable Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank. The Borrower shall not be responsible for any amounts payable under this Section unless Borrower shall have been notified thereof by any such relevant Bank or the Administrative Agent (as the case may be) within 120 days after the officer of the relevant Bank or Administrative Agent (as the case may be) having primary responsibility for the administration of this Agreement shall have actual knowledge that such amounts have accrued.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Bank's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent or based upon any United States withholding tax for any non U.S. Bank to the extent such non-U.S. Bank failed to comply with Section 6.2.2), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Bank or the Bank Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Bank's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment, any Letter of Credit or any of the IndebtednessLoans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Western Digital Corp)
Additional Costs, Etc. If any change after the Closing Date in any present applicable law or if any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject the Bank Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, the Lender's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of the BankLender), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the Bank Lender under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the BankLender, or
(4d) impose on the Bank Lender any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, the Lender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or the Lender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Lender's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to the Bank Lender hereunder on account of such the IndebtednessLender's Commitment, any Letter of Credit or any of the Loans, or
(iii) to require the Bank Lender to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank Lender from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by the Bank Lender at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank Lender such additional amounts as will be sufficient to compensate the Bank Lender for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum, provided that the Borrower shall not be liable to the Lender for any costs incurred more than 90 days prior to the receipt by the Borrower of such demand for payment from the Lender, unless such costs were incurred prior to such 90 day period as a result of such change in present or future applicable law being retroactive to a date which occurred prior to such 90 day period and the Lender has given notice to the Borrower of the effectiveness of such law within 90 days after the effective date (but not including the retroactive date) thereof.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (DSL Net Inc)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank’s Commitment, the Loans or the Indebtedness Letters of Credit (other than taxes based upon or measured by the revenue, income or profits or gross receipts of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the any Bank under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, the Letters of Credit, such Bank’s Commitment, or any class of loans or commitments of which any of the Indebtedness Loans or such Bank’s Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans, the Letters of Credit or issuing Creditssuch Bank’s Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank’s Commitment or any of the IndebtednessLoans or the Letters of Credit, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon will within fifteen (15) days after demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent. For purposes of §4.9 and §4.10, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, publications, orders, guidelines and directives thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to have been adopted and gone into effect after the date hereof regardless of when adopted, enacted or issued.
Appears in 1 contract
Samples: Unsecured Master Loan Agreement (Ramco Gershenson Properties Trust)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the any Bank under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit from, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank's Commitment, or any class of loans or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Credits, such Bank's Commitment; or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment or any of the Indebtedness, Loans; or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon within fifteen (15) days of demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent. Notwithstanding the foregoing, the Borrower shall have the right, in lieu of making the payment referred to in this Section 4.9, to prepay the Loans and terminate the Commitments within thirty (30) days of such demand and avoid the payment of the amounts otherwise due under this Section 4.9, provided, however, that the Borrower shall be required to pay together with such prepayment of the Loans all other costs, damages and expenses otherwise due under Section 4.8 of this Agreement.
Appears in 1 contract
Additional Costs, Etc. If any change in any present or the enactment of any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, such Bank's Commitment or the Indebtedness Revolving Credit Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Revolving Credit Loans or any other amounts payable to any Bank or the Bank Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the any Bank, or
(4d) impose on the Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Documents, the Indebtedness, or any class of loans commitments of which any of the Indebtedness Revolving Credit Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Revolving Credit Loans or issuing Creditssuch Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment or any of the IndebtednessRevolving Credit Loans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others sumother sum provided, that such Bank shall have made demand on other customers to which such additional costs are applicable with respect to other loan facilities similar to those provided in this Credit Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Decisionone Holdings Corp)
Additional Costs, Etc. If any change in present or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or to the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Lender or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents U.S. Loan Documents, any Letters of Credit, such Lender's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Lender or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Lender or the Bank Agent under this Credit Agreement or any of the other Related U.S Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the Bankany Lender, or
(4d) impose on any Lender or the Bank Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related U.S. Loan Documents, any Letters of Credit, the IndebtednessLoans, such Lender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Lender's Commitment forms a part, and the result of any of the foregoing is;
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Lender's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Lender or to the Bank Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the IndebtednessLoans, or
(iii) to require such Lender or the Bank Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Lender or (as the Bank case may be) the Agent, at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Bank Agent such additional amounts as will be sufficient to compensate such Lender or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (CRC Evans International Inc)
Additional Costs, Etc. If any change in any present applicable law, or if any future applicable law (or change in such future law), which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Bank's Commitment or the Indebtedness Revolving Credit Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Revolving Credit Loans or any other amounts payable to any Bank or the Bank Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessRevolving Credit Loans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Revolving Credit Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Revolving Credit Loans or issuing Creditssuch Bank's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment, any Letter of Credit or any of the IndebtednessRevolving Credit Loans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum, provided that the Borrower shall not be liable to any Bank or the Agent for costs incurred more than ninety (90) days prior to receipt by the Borrower of such demand for payment from such Bank or, as the case may be, the Agent, unless such costs were incurred prior to such ninety (90) day period as a result of such present or future applicable law being retroactive to a date which occurred prior to such ninety (90) day period and such Bank or, as the case may be, the Agent, has given notice to the Borrower of the effectiveness of such law within ninety (90) days after the effective date thereof.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the any Bank by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall:
(1a) subject the such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Commitment, or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank imposed by the Bankjurisdiction of its incorporation or organization, or the location of its lending office), ; or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to the such Bank of the principal or of or the interest on the Indebtedness of any Loans or any other amounts payable to the such Bank under this Agreement or the other Related Loan Documents, ; or
(3c) except as provided in Section 14 or as otherwise reflected in the Base Rate or the Eurodollar Rate, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any Bank with respect to this Agreement or the other Loan Documents, such Bank's Commitment, or the Loans; or
(4d) impose on the such Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank's Commitment, or any class of loans or commitments of which any of the Indebtedness Loans or such Bank's Commitment, forms a part, and the result of any of the foregoing is:
(i) to increase the cost to the such Bank of making, funding, issuing, renewing, extending or maintaining the Indebtedness Loans or issuing Creditssuch Bank's Commitment, oras applicable;
(ii) to reduce the amount of principal, interest or other amount payable to the such Bank hereunder on account of such Bank's Commitment or the Indebtedness, Loans; or
(iii) to require the such Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the such Bank from the Borrower hereunder, thenTHEN, and in each such case, the Borrower Borrower, will, upon demand made by the such Bank at any time and from time to time and as often as the occasion therefor therefore may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to the Bank such reasonable additional amounts as will be sufficient to compensate the such Bank for such additional costcosts, reduction, payment or foregoing foregone interest or others other sum.
Appears in 1 contract
Additional Costs, Etc. If any present or future future, or any change ---------- ----- --- in any present or future, applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the any Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject the any Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Bank's ST Commitment, such Bank's MT Commitment or the Indebtedness Loans advanced by such Bank (other than taxes based upon or measured by the revenue, income or profits of the such Bank), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the such Bank under this Credit Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of, or letters of credit issued by, an office of the any Bank, or
(4d) impose on the any Bank any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, such Bank's ST Commitment, such Bank's MT Commitment, or any class of loans or commitments of which any of the Indebtedness Loans or such Bank's ST Commitment or MT Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining the Indebtedness Loans, any Letter of Credit or issuing Creditssuch Bank's ST Commitment or MT Commitment, or
(ii) to reduce the amount of principal, interest or other amount amounts payable to the such Bank hereunder on account of such Bank's ST Commitment or MT Commitment, the IndebtednessLoans or any Letter of Credit, or
(iii) to require the such Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the such Bank from the Borrower hereunder, then, and in each such case, the Borrower will, upon written demand made by the such Bank at any time and from time to time and as often as the occasion therefor may arise, pay to the such Bank such additional amounts as will be sufficient to compensate the such Bank for such additional cost, reduction, payment or foregoing foregone interest or others sumReimbursement Obligation or other sum (after such Bank shall have allocated the same fairly and equitably among all customers of any class generally affected thereby); provided that in the event that such additional cost, reduction, payment, or foregone interest or Reimbursement Obligations or other sum which was incurred by such Bank is subsequently returned or reimbursed to such Bank, such Bank shall return or reimburse to the Borrower any additional amount paid pursuant to this section 3.8 by the Borrower to such Bank with respect thereto. In the event that any of the foregoing events occur, each Bank will use its reasonable efforts to take such actions as are reasonably feasible and available to such Bank to decrease the additional costs payable hereunder; provided that no Bank shall be required to transfer any activities related to this Agreement to any jurisdiction in which such Bank does not at such time regularly conduct ordinary banking operations or to a jurisdiction which otherwise will be disadvantageous to such Bank. Such Bank shall give the Borrower written notice of any event causing such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum within 90 days of the occurrence thereof and the Borrower shall not be liable for any such costs incurred prior to the date which is 90 days prior to the date of such notice.
Appears in 1 contract
Samples: Revolving Credit Agreement (Telephone & Data Systems Inc /De/)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank any Lender or Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject the Bank any Lender or Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, such Lender’s Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of the Banksuch Lender or Agent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the Bank any Lender or Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the Bankany Lender, or
(4d) impose on the Bank any Lender or Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, the Indebtednesssuch Lender’s Commitment, or any class of loans loans, or commitments of which any of the Indebtedness Loans or such Lender’s Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans, or issuing Creditssuch Lender’s Commitment, or
(ii) to reduce the amount of principal, interest interest, or other amount payable to the Bank such Lender or Agent hereunder on account of such Lender’s Commitment, or any of the IndebtednessLoans, or
(iii) to require the Bank such Lender or Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or Agent from the Bank from Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Lender or (as the Bank case may be) such Agent at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank such Lender or such Agent such additional amounts as will be sufficient to compensate the Bank such Lender or such Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum.
Appears in 1 contract
Samples: Intercreditor and Lien Subordination Agreement (Whitehall Jewellers Inc)
Additional Costs, Etc. If any present or future applicable law, which --------------------- expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1) subject the Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents or the Indebtedness (other than taxes based upon or measured by the revenue, income or profits of the Bank), or
(2) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank of the principal of or the interest on the Indebtedness of any other amounts payable to the Bank under this Agreement or the other Related Documents, or
(3a) impose or increase or render applicable (other than to the extent specifically provided for in (S)8.8 or elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the any Bank, or
(4b) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, such Bank's Commitment, such Bank's Expansion Commitment or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Bank's Commitment or Expansion Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Bank's Commitment or Expansion Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment or Expansion Commitment, any Letter of Credit or any of the IndebtednessLoans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum; provided, however, the Borrower shall not -------- ------- be liable for any increased amounts incurred or accrued more than 90 days prior to the giving by such Bank or (as the case may be) the Agent to the Borrower of the demand for such increased amounts.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Petro Stopping Centers L P)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but if not having the force of law, then generally applied by the Banks or the Agent with respect to similar loans), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Bank's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the Agent or any Bank under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Bank's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment, any Letter of Credit or any of the IndebtednessLoans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made within thirty (30) days after notice by the Agent or such Bank (such notice to be given promptly by the Agent or such Bank upon the making of any such determination), at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum, PROVIDED that such Bank or the Agent is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Additional Costs, Etc. If any present introduction, adoption or future change in --------------------- any applicable lawlaw or regulation, which expression, as used herein, includes statutes, rules and regulations thereunder and or changes in the 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 requeststhereof, directivesor the compliance with any guideline, instructions and notices at any time directive, or request promulgated or issued after the date hereof by or from time to time hereafter made upon or otherwise issued to the Bank by any central bank or other fiscal, monetary governmental or other authority regulatory body or official (whether or not having the force of law), ) shall:
(1a) subject the Bank any Lender or any Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, any Foreign Letters of Credit, such Lender's Commitment or fronting obligation or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of the Banksuch Lender or such Agent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the Bank any Lender or any Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the Bankany Lender, or
(4d) impose on the Bank any Lender or any Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, any Foreign Letters of Credit, the IndebtednessLoans, such Lender's Revolving Commitment, fronting obligations or Revolving Multicurrency Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans, Letters of Credit, Foreign Letters of Credit or such Lender's Revolving Commitment, fronting obligations or Revolving Multicurrency Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Lender's Revolving Commitment, fronting obligations, or Revolving Multicurrency Commitment, or any Letter of Credit or Foreign Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation, Foreign Reimbursement Obligation or other amount payable to the Bank such Lender or such Agent hereunder on account of such Lender's Revolving Commitment, fronting obligations, or Revolving Multicurrency Commitment, any Letter of Credit, any Foreign Letter of Credit or any of the IndebtednessLoans, or
(iii) to require the Bank such Lender or such Agent to make any payment or to forego any interest interest, fee, or other sum payable hereunder, the amount of which payment or foregone interest interest, fee, or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or such Agent from the Bank from Borrower Borrowers hereunder, then, and in each such case, the Borrower will, upon demand made by such Lender or (as the Bank case may be) the Administrative Agent or the Foreign Agent, the Borrower whose Loan, credit facility, Letter of Credit or Foreign Letter of Credit is giving rise to any of the foregoing will at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank such Lender or such Agent such additional amounts as will be sufficient to compensate the Bank such Lender or such Agent for such additional cost, reduction, payment or foregoing interest foregone interest, fee, or others other sum.
Appears in 1 contract
Samples: Multicurrency Revolving Credit and Term Loan Agreement (Samsonite Holdings Inc)
Additional Costs, Etc. If (a) any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank any Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), or (b) a change in the interpretation of any present applicable law by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof, shall:
(1a) subject the Bank any Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Lender's Commitment or the Indebtedness such Lender's Revolving Credit Loans (other than taxes based upon or measured by the revenue, income or profits of the Banksuch Lender), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Revolving Credit Loans or any other amounts payable to any Lender or the Bank Administrative Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by or letters of credit issued by, or commitments of an office of the Banksuch Lender, or
(4d) impose on any Lender or the Bank Administrative Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessRevolving Credit Loans, such Lender's Commitment or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Revolving Credit Loans or such Lender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Revolving Credit Loans or issuing Creditssuch Lender's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Lender or the Bank Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the IndebtednessRevolving Credit Loans, or
(iii) to require such Lender or the Bank Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Bank Administrative Agent from the Borrower hereunder, then, except as otherwise provided in Section 5.2.2(c), and in each such case, the Borrower will, upon demand made by such Lender or (as the Bank case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Bank Administrative Agent such additional amounts as will be sufficient in the good faith opinion of such Lender or the Administrative Agent, to compensate such Lender or the Bank Administrative Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum. Each Lender shall allocate such costs (or the effect of such reductions, payments or foregone interest) among its customers similarly situated in good faith and on an equitable basis.
Appears in 1 contract
Samples: Revolving Credit Agreement (Blue Steel Capital Corp)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Bank Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Lender or the Bank Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Lender’s Revolving Credit Commitment or the Indebtedness Revolving Credit Loans (other than taxes based upon or measured by the revenue, income or profits of such Lender or the BankAdministrative Agent), or
(2b) materially change the basis of taxation (except for changes in taxes based on revenue, or measured by net income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Revolving Credit Loans or any other amounts payable to any Lender or the Bank Administrative Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the Bankany Lender, or
(4d) impose on any Lender or the Bank Administrative Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessRevolving Credit Loans, such Lender’s Revolving Credit Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Revolving Credit Loans or such Lender’s Revolving Credit Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Revolving Credit Loans or issuing Creditssuch Lender’s Revolving Credit Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Lender or the Bank Administrative Agent hereunder on account of such Lender’s Revolving Credit Commitment, any Letter of Credit or any of the IndebtednessRevolving Credit Loans, or
(iii) to require such Lender or the Bank Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Bank Administrative Agent from Borrower the Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by such Lender or (as the Bank case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Bank Administrative Agent such additional amounts as will be sufficient to compensate such Lender or the Bank Administrative Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum.
Appears in 1 contract
Samples: Revolving Credit Agreement (McCormick & Schmicks Seafood Restaurants Inc.)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Commitment, a Letter of Credit or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the any Bank under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank's Commitment, a Letter of Credit or any the class of loans or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, ; and the result of any of the foregoing is
(i) each to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing CreditsLetters of Credit or such Bank's Commitment, or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment or any of the IndebtednessLoans or Letters of Credit, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from Borrower the Borrowers hereunder, then, and in each such case, such Bank shall deliver to the Borrower Borrowers thirty (30) days prior written notice of such Bank's intent to request payment pursuant to this Section 4.9, and the Borrowers will, upon within thirty (30) days of demand made by such Bank or (as the Bank case may be) the Agent (which demand may not be made until the expiration of the foregoing fifteen (15) day period) at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent. Notwithstanding the foregoing, the Borrowers shall have the right, in lieu of making the payment referred to in this Section 4.9, to prepay the Loan of the applicable Bank within forty-five (45) days of such demand for payment and avoid the payment of the amounts otherwise due under this Section 4.9, provided, however, that the Borrowers shall be required to pay together with such prepayment of the Loan all other costs, damages and expenses otherwise due under this Agreement as a result of such prepayment. As of the date hereof, each Bank represents and warrants that, to the best of its knowledge, there are no such matters which would give rise to a request for payment under this Section 4.9.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, such Bank's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Bank or the Bank Agent under this Credit Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank's Commitment, or any class of loans or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Bank's Commitment, or
(ii) to reduce the amount of principal, interest interest, or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment or any of the IndebtednessLoans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum.
Appears in 1 contract
Samples: Revolving Credit Agreement (Outsource International Inc)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank any Lender or Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject the Bank any Lender or Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, such Lender's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of the Banksuch Lender or Agent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the Bank any Lender or Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the Bankany Lender, or
(4d) impose on the Bank any Lender or Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, the Indebtednesssuch Lender's Commitment, or any class of loans loans, or commitments of which any of the Indebtedness Loans or such Lender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans, or issuing Creditssuch Lender's Commitment, or
or (ii) to reduce the amount of principal, interest interest, or other amount payable to the Bank such Lender or Agent hereunder on account of such Lender's Commitment, or any of the IndebtednessLoans, or
or (iii) to require the Bank such Lender or Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or Agent from the Bank from Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Lender or (as the Bank case may be) such Agent at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank such Lender or such Agent such additional amounts as will be sufficient to compensate the Bank such Lender or such Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the any Bank by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall:
(1a) subject the such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank imposed by the Bankjurisdiction of its incorporation or organization, or the location of its lending office), ; or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to the such Bank of the principal or of or the interest on the Indebtedness of any Loans or any other amounts payable to the such Bank under this Agreement or the other Related Loan Documents, or; or 43 -37-
(3c) except as provided in Section 6.5 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the applicable rate for Competitive Bid Loans, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of of, an office of any Bank with respect to this Agreement, the other Loan Documents, such Bank, 's Commitment or the Loans; or
(4d) impose on the such Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank's Commitment or any class of loans or commitments of which any of the Indebtedness Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to the such Bank of making, funding, issuing, renewing, extending or maintaining the Indebtedness Loans or such Bank's Commitment or issuing Credits, oror participating in Letters of Credit;
(ii) to reduce the amount of principal, interest or other amount payable to the such Bank hereunder on account of such Bank's Commitment, the Indebtedness, Loans or the Reimbursement Obligations; or
(iii) to require the such Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the such Bank from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by the such Bank at any time and from time to time and as often as the occasion therefor therefore may arisearise (which demand shall be accompanied by a statement setting forth the basis of such demand which shall be conclusive absent manifest error), pay to the Bank such reasonable additional amounts as will be sufficient to compensate the such Bank for such additional costcosts, reduction, payment or foregoing foregone interest or others other sum.
Appears in 1 contract
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject to any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, the Letters of Credit, such Bank's DIP Commitment or Exit Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Bank or the Bank Agent under this Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans Loans by, or Letters of Credit issued by, or commitments of an office of the Agent or any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, the Letters of Credit, any Bank's commitment to make Loans hereunder, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Bank's DIP Commitment or Exit Commitment forms a part, and the result of any of the foregoing is:
(i) to increase the cost to any Bank or the Bank Agent of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing CreditsLetters of Credit or such Bank's DIP Commitment or Exit Commitment, or
(ii) or to reduce the amount of principal, interest interest, or other amount amounts payable to such Bank or the Bank Agent hereunder on account of such Loans or Letters of Credit or such DIP Commitment or Exit Commitment, as the Indebtedness, case may be; or
(iiiii) to require the Bank or the Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made ten (10) days written notice by such Bank or (as the Bank case may be) the Agent at any time and from time to time requesting such additional amounts and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum.
Appears in 1 contract
Samples: Loan Agreement (Lamonts Apparel Inc)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject the Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, the Bank's Commitment, the Loans or the Indebtedness Letters of Credit (other than taxes based upon or measured by the revenue, income or profits of the Bank), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank of the principal or of or the interest on the Indebtedness of any Loans or any other amounts payable to the Bank under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of, or letters of credit issued by, an office of the Bank, or
(4d) impose on the Bank any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, the Bank's Commitment, the Letters of Credit or any class of loans or commitments or letters of credit of which any of the Indebtedness Loans, the Bank's Commitment or the Letters of Credit forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank of making, funding, issuing, renewing, extending or maintaining the Indebtedness Loans, the Bank's Commitment, or issuing Credits, the Letters of Credit; or
(ii) to reduce the amount of principal, interest or other amount payable to the Bank hereunder on account of such the IndebtednessBank's Commitment, the Loans, drawings under the Letters of Credit, or
(iii) to require the Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from Borrower the Borrowers hereunder, then, and in each such case, the Borrower Borrowers will, upon demand made by the Bank at any time and from time to time and as often as the occasion therefor may arise, pay to the Bank such additional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregoing foregone interest or others sumother sum (after the Bank shall have allocated the same fairly and equitably among all customers of any class generally affected thereby).
Appears in 1 contract
Samples: Revolving Credit Agreement (TRC Companies Inc /De/)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding withholdings of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Bank’s Revolving Credit Commitment or the Indebtedness Revolving Credit Loans (other than taxes based upon or measured by with reference to the revenue, net income or profits of such Bank or the BankAgent (hereinafter, “Excluded Taxes”)), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profitsExcluded Taxes) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Revolving Credit Loans or any other amounts payable to any Bank or the Bank Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessRevolving Credit Loans, such Bank’s Revolving Credit Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Revolving Credit Loans or such Bank’s Revolving Credit Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Revolving Credit Loans or issuing Creditssuch Bank’s Revolving Credit Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank’s Revolving Credit Commitment, any Letter of Credit or any of the IndebtednessRevolving Credit Loans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum.
Appears in 1 contract
Samples: Revolving Credit Agreement (Weider Nutrition International Inc)
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Bank's Commitment (including the Swing Loan Commitment), a Letter of Credit or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the any Bank under this Agreement or the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit from, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Bank's Commitment (including the Swing Loan Commitment), a Letter of Credit or any class of loans or commitments of which any of the Indebtedness Loans or such Bank's Commitment (including the Swing Loan Commitment) forms a part, ; and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans, the Letters of Credit or issuing Creditssuch Bank's Commitment (including the Swing Loan Commitment), or
(ii) to reduce the amount of principal, interest or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment (including the IndebtednessSwing Loan Commitment) or any of the Loans or the Letters of Credit, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon within fifteen (15) days of demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts as will such Bank or the Agent shall determine in good faith to be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Bank or the Agent. Notwithstanding the foregoing, the Borrower shall have the right, in lieu of making the payment referred to in this Section 4.9, to prepay the Loans and terminate the Commitments within thirty (30) days of such demand and avoid the payment of the amounts otherwise due under this Section 4.9, provided, however, that the Borrower shall be required to pay together with such prepayment of the Loans all other costs, damages and expenses otherwise due under Section 4.8 of this Agreement.
Appears in 1 contract
Additional Costs, Etc. If Notwithstanding anything herein to the contrary, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Lender or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Lender’s Commitment, or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Lender or the BankAgent), or;
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Lender under the Bank under this Agreement or the other Related Loan Documents, or;
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of the Bank, any Loan; or
(4d) impose on any Lender or the Bank Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Lender’s Commitment, or any the class of loans or commitments of which any of the Indebtedness Loans or such Lender’s Commitment forms a part, ; and the result of any of the foregoing is
is (i) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Lender’s Commitment, or
(ii) to reduce the amount of principal, interest or other amount amounts payable to such Lender or the Bank Agent hereunder on account of such Lender’s Commitment or any of the IndebtednessLoans, or
or (iii) to require such Lender or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Bank Agent from the Borrower hereunder, then, and in each such case, such Lender shall deliver to the Borrower thirty (30) days prior written notice of such Lender’s intent to request payment pursuant to this §4.5, and the Borrower will, upon within thirty (30) days of demand made by the Bank at any time and from time to time and as often such Lender or (as the occasion therefor case may arisebe) the Agent, pay to such Lender or the Bank Agent such additional amounts as will such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods, generally applied by such Lender or the Agent.
Appears in 1 contract
Samples: Senior Secured Term Loan Agreement (California Coastal Communities Inc)
Additional Costs, Etc. If (a) Without duplication of any other amounts payable hereunder, if any change after the Closing Date in any present law or the interpretation or application thereof or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law) (provided that, with respect to requests, directives, instructions and notices not having the force of law, the Lenders shall act in good faith and in a consistent manner with respect to compliance with any such request, directive, instruction or notice) (any of the foregoing, a "Change in Law"), shall:
(1i) subject any Lender or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Lender's Revolving Credit Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Lender or the BankAgent), or
(2ii) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Lender or the Bank Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3iii) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy liquidity or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or Bankers' Acceptances accepted and/or purchased by, or commitments of an office of the Bankany Lender, or
(4iv) impose on any Lender or the Bank Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, such Lender's Revolving Credit Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Lender's Revolving Credit Commitment forms a part, and the result of any of the foregoing is
(iA) to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending extending, purchasing, accepting or maintaining any of the Indebtedness Loans or issuing Creditssuch Lender's Revolving Credit Commitment or any Letter of Credit or any Bankers' Acceptances, or
(iiB) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Lender or the Bank Agent hereunder on account of such Lender's Revolving Credit Commitment, any Letter of Credit or any Bankers' Acceptances or any of the IndebtednessLoans, or
(iiiC) to require such Lender or the Bank Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Bank Agent from Borrower the Borrowers hereunder, and, in any such case, the amount is material, then, and in each such case, in the Borrower case of a Change in Law affecting the Domestic Borrowers, the Domestic Borrowers will, and in the case of a Change in Law affecting Hunter, Hunter will, in any such case upon demand made by such Lender or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Bank Agent such additional amounts as will be sufficient to compensate such Lender or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum.
(b) Without limiting the generality of the preceding paragraph (a), for each day that a Eurodollar Rate Loan is outstanding, the applicable Borrower agrees to pay an amount (the "Eurocurrency Reserve Charge") equal to the product of (i) the outstanding principal amount of the Eurodollar Rate Loan, times (ii) the remainder of (A) a fraction, the numerator of which is the Eurodollar Rate (expressed as a decimal) and the denominator of which is one minus the Eurocurrency Reserve Rate, minus (B) the Eurodollar Rate (expressed as a decimal), times (iii) the fraction, the numerator of which is one and the denominator of which is three hundred sixty (360). Eurocurrency Reserve Charges for each Interest Period shall be paid on the applicable Interest Payment Date to the Agent for the account of each Lender, in accordance with certificates delivered by the Agent to the applicable Borrower pursuant to Section 7.9 hereof, which certificates shall, absent manifest error, be conclusive.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Russell-Stanley Holdings Inc)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Bank Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Lender or Fronting Bank, the Bank Issuing Bank, or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, such Lender's Commitment, the Loans or the Indebtedness any payment of interest or fees payable with respect to any Loans (other than taxes based upon or measured by the revenue, income or profits of such Lender, Issuing Bank, Fronting Bank or Administrative Agent, or bank franchise taxes), but including any tax or withholding applicable to any payment to be made by a Fronting Bank to the BankAdministrative Agent pursuant to Section 6.3.2(a), or by any Lender to the Administrative Agent for the account of a Fronting Bank pursuant to Section 6.12.2, or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profitsprofits or bank franchise taxes) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to any Lender or the Bank Administrative Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an any office of any Lender (including any Fronting Bank or the Issuing Bank), and including, without limitation, any MLA costs with respect to Sterling Facility Loans or indemnification obligations of any Lender with respect thereto, or
(4d) impose on any Lender (including any Fronting Bank or the Bank Issuing Bank) or the Administrative Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, the IndebtednessLoans, such Lender's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Loans or such Lender's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the Bank any such Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Lender's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Lender or the Bank Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the IndebtednessLoans, or
(iii) to require such Lender or the Bank Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Bank Administrative Agent from Borrower the Borrowers hereunder, then, and in each such case, the Borrower will, upon within fifteen (15) days after demand made by such Lender or Fronting Bank or (as the case may be) the Administrative Agent or the Issuing Bank at any time and from time to time and as often as the occasion therefor may arise, the Borrowers will (but, in the case of GmbH, subject to Section 30 of the GmbH Act of Germany) jointly and severally pay to the such Lender, Fronting Bank, Administrative Agent or Issuing Bank such additional amounts as will be sufficient to compensate such Lender, Fronting Bank, Administrative Agent or Issuing Bank, as the Bank case may be, for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum.
Appears in 1 contract
Additional Costs, Etc. If any present introduction, adoption or future change in any applicable lawlaw or regulation, which expression, as used herein, includes statutes, rules and regulations thereunder and or changes in the interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Bank or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(1a) subject any Bank or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Related Documents Loan Documents, any Letters of Credit, any Bankers' Acceptances, such Bank's Commitment or the Indebtedness Revolving Credit Loans (other than taxes based upon or measured by the revenue, income or profits of such Bank or the BankAgent), or
(2b) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the any Bank of the principal of or the interest on the Indebtedness of any Revolving Credit Loans or any other amounts payable to any Bank or the Bank Agent under this Credit Agreement or any of the other Related Loan Documents, or
(3c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy liquidity or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the any Bank, or
(4d) impose on any Bank or the Bank Agent any other conditions or requirements with respect to this Loan Credit Agreement, the other Related Loan Documents, any Letters of Credit, any Bankers' Acceptances, the IndebtednessRevolving Credit Loans, such Bank's Commitment, or any class of loans loans, letters of credit or commitments of which any of the Indebtedness Revolving Credit Loans or such Bank's Commitment forms a part, and the result of any of the foregoing is
(i) to increase the cost to the any Bank of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Revolving Credit Loans or issuing Creditssuch Bank's Commitment or any Letter of Credit or any Bankers' Acceptance if such Bank deems such cost to be material, or
(ii) to reduce the amount of principal, interest interest, Reimbursement Obligation or other amount payable to such Bank or the Bank Agent hereunder on account of such Bank's Commitment, any Letter of Credit, any Bankers' Acceptance or any of the IndebtednessRevolving Credit Loans, or
(iii) to require such Bank or the Bank Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Bank or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, will promptly upon demand made by such Bank or (as the Bank case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Bank or the Bank Agent such additional amounts (but without duplication for amounts paid pursuant to another provision of this Credit Agreement) as will be sufficient to compensate such Bank or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others Reimbursement Obligation or other sum.
Appears in 1 contract
Samples: Revolving Credit Agreement (Flextronics International LTD)
Additional Costs, Etc. (a) If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to the Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), Change in Law shall:
(1i) subject any Lender or the Bank L/C Issuer to any tax, levy, impost, duty, charge, fee, deduction or withholding tax of any nature kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurocurrency Rate Loan made by it, or change the other Related Documents basis of taxation of payments to such Lender or the Indebtedness L/C Issuer in respect thereof (other than taxes based upon except for Indemnified Taxes or measured Other Taxes covered by §4.4 and the revenueimposition of, income or profits of any change in the Bankrate of, any Excluded Tax payable by such Lender or the L/C Issuer), ; or
(2ii) materially change the basis of taxation (except for changes in taxes on revenue, income or profits) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of any Loans or any other amounts payable to the Bank any Lender under this Agreement or the other Related Loan Documents, or
(3iii) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans Loans by, or commitments of an office of the Bankany Lender (except any reserve requirement contemplated by §4.5(b)), or
(4iv) impose on the Bank any Lender any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, the Total Commitment, or any class of loans Loans or commitments of which any of the Indebtedness Loans or the Total Commitment forms a part, ; and the result of any of the foregoing is
(iA) to increase the cost to the Bank such Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Lender’s Commitment, or
(iiB) to reduce the amount of principal, interest or other amount payable to such Lender or the Bank Agent hereunder on account of such the IndebtednessCommitments or any of the Loans, or
(iiiC) to require such Lender or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by within ten days after submission of the Bank at any time and from time applicable certificate pursuant to time and as often as the occasion therefor may arise§4.7, pay to such Lender or the Bank Agent, to the extent permitted by law, such additional amounts as will be sufficient to compensate such Lender or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum, provided that the Borrower shall not be required to compensate a Lender or the Agent pursuant to this Section for any such additional amounts incurred more than 180 days prior to the date that such Lender or the Agent, as the case may be, provides notice thereof to the Borrower; provided further that, if the event giving notice to such additional amount is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. Notwithstanding the foregoing provisions of this Section, neither any Lender, the Agent nor the L/C Issuer shall be entitled to a payment pursuant to this Section if it is not at the time the general policy or practice of the Lender, the Agent or the L/C Issuer to demand such a payment in similar circumstances in similar credit agreements.
Appears in 1 contract
Samples: Credit Agreement (Liberty Property Limited Partnership)
Additional Costs, Etc. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Bank Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but if not having the force of law, then generally applied by the Lenders or the Agent with respect to similar loans), shall:
(1a) subject (a)subject any Lender or the Bank Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Related Documents Loan Documents, such Lender’s Commitment or the Indebtedness Loans (other than taxes based upon or measured by the revenue, income or profits of such Lender or the BankAgent Indemnified Taxes or Other Taxes covered by §4.1), or
(2b) materially change (b)change the basis of taxation (except for changes in taxes on revenue, income or profitsprofits other than with respect to (i) Excluded Taxes and (ii) Indemnified Taxes or Other Taxes covered by §4.1) of payments to the Bank any Lender of the principal of or the interest on the Indebtedness of Term Loanany Loans or any other amounts payable to the Bank Agent or any Lender under this Agreement or the other Related Loan Documents, or
(3c) impose (c)impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the Bankany Lender, or
(4d) impose (d)impose on any Lender or the Bank Agent any other conditions or requirements with respect to this Loan Agreement, the other Related Loan Documents, the IndebtednessLoans, such Lender’s Commitment, or any class of loans or commitments of which any of the Indebtedness Loans or such Lender’s Commitment forms a part, ; and the result of any of the foregoing is
(iA) to (i)to increase the cost to the Bank any Lender of making, funding, issuing, renewing, extending or maintaining any of the Indebtedness Loans or issuing Creditssuch Lender’s Commitment, or
(iiB) to (ii)to reduce the amount of principal, interest or other amount payable to such Lender or the Bank Agent hereunder on account of such Lender’s Commitment or any of the IndebtednessLoans, or
(iiiC) to (iii)to require such Lender or the Bank Agent to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Bank Agent from the Borrower hereunder, then, and in each such case, the Borrower will, promptly upon demand made by the Bank Agent or such Lender (such demand to be made promptly by the Agent or such Lender upon the making of any such determination), at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Bank Agent such additional amounts as will such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Bank Agent for such additional cost, reduction, payment or foregoing foregone interest or others other sum, provided that such Lender or the Agent is generally imposing similar charges on its other similarly situated borrowers. The Agent shall provide the Borrower with a calculation, in reasonable detail, of such amounts in accordance with its customary practices.
Appears in 1 contract
Samples: Secured Term Loan Agreement (First Potomac Realty Trust)
