Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any L/C Issuer; or (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such L/C Issuer or other Recipient, the Borrower will pay to such Lender, such L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 6 contracts
Samples: Credit Agreement (Koppers Holdings Inc.), Credit Agreement (Koppers Holdings Inc.), Credit Agreement (Koppers Holdings Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets ofheld by, deposits with or for the account of, or credit extended or participated in by, any Lender (or its Lending Office) (except any reserve requirement which is reflected in the Eurocurrency Ratedetermination of the Adjusted Eurodollar Rate hereunder) or any L/C Issuer; or;
(ii) subject any Recipient Lender Party to any Taxes with respect to any Loan Document or any Loan made pursuant to this Agreement (other than (A) Indemnified Taxes and (B) Other Taxes indemnified under Section 3.01, and Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or
(iii) impose on any Lender (or any its Lending Office) or L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or Participation Interest therein or any Letter of Credit or participation Participation Interest therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Eurodollar Rate Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient Issuer, as the case may be, hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the applicable Borrower will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 6 contracts
Samples: Credit Agreement (Jazz Pharmaceuticals PLC), Credit Agreement (Jazz Pharmaceuticals PLC), Credit Agreement (Jazz Pharmaceuticals PLC)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any L/C Issuer; orParty;
(ii) subject any Recipient Lender Party to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender Party in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 2.17 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, or its deposits, reserves, other liabilities or capital attributable theretoany Excluded Tax payable by such Lender Party); or
(iii) impose on any Lender Party or any L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Issuer or such other Recipient Lender Party of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer or other Recipient Lender Party hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such L/C Issuer or other RecipientLender Party, the applicable Borrower will pay to such Lender, such L/C Issuer or other Recipient, as the case may be, Lender Party such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipient, as the case may be, Party for such additional costs incurred or reduction suffered, in each case to the extent applicable to the Loans or LC Exposure related to such Borrower.
Appears in 6 contracts
Samples: Credit Agreement (Transcontinental Gas Pipe Line Company, LLC), Credit Agreement (Northwest Pipeline Gp), Credit Agreement (Williams Companies Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Ratecontemplated by Section 4.04(e)) or any the L/C Issuer; or;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Bankers’ Acceptance, any participation in a Letter of Credit or a Bankers’ Acceptance, or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 4.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretothe L/C Issuer); or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit or Bankers’ Acceptance (or of maintaining its obligation to participate in or to issue any Letter of CreditCredit or Bankers’ Acceptance), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or the L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 6 contracts
Samples: Credit Agreement (Mueller Group, Inc.), Credit Agreement (Walter Industries Inc /New/), Credit Agreement (Mueller Water Products, Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Eurodollar Rate) or any L/C Issuer; orthe Issuing Bank;
(ii) subject any Recipient Lender or the Issuing Bank to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes and (C) Other Taxes) tax of any kind whatsoever on or with respect to this Agreement, any Letter of Credit, any participation in respect a Letter of its loansCredit or any Eurodollar Rate Advance made by it, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretothereto or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.12 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the Issuing Bank); or
(iii) impose on any Lender or any L/C Issuer the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans Eurodollar Rate Advances made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing Converting into or maintaining any Loan Eurodollar Rate Advance (or of maintaining its obligation to make any such LoanAdvance), or to increase the cost to such Lender, such L/C Issuer Lender or such other Recipient the Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer Lender or other Recipient the Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, such L/C Issuer Lender or other Recipientthe Issuing Bank, the Borrower will shall promptly pay to any such Lender, such L/C Issuer Lender or other Recipientthe Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipientthe Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 5 contracts
Samples: Credit Agreement (Cracker Barrel Old Country Store, Inc), Credit Agreement (Cracker Barrel Old Country Store, Inc), Credit Agreement (Cracker Barrel Old Country Store, Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any L/C Issuer; orParty;
(ii) subject any Recipient Lender Party to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender Party in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 2.17 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, or its deposits, reserves, other liabilities or capital attributable theretoany Excluded Tax payable by such Lender Party); or
(iii) impose on any Lender Party or any L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Issuer or such other Recipient Lender Party of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer or other Recipient Lender Party hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such L/C Issuer or other RecipientLender Party, the Borrower will pay to such Lender, such L/C Issuer or other Recipient, as the case may be, Lender Party such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipient, as the case may be, Party for such additional costs incurred or reduction suffered, in each case to the extent applicable to the Loans or LC Exposure related to the Borrower.
Appears in 5 contracts
Samples: Credit Agreement (Williams Companies Inc), Credit Agreement (Williams Companies Inc), Credit Agreement (WPX Energy, Inc.)
Increased Costs Generally. If any Change in Law applicable to the Lender or the L/C Issuer shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Eurodollar Rate) or any the L/C Issuer; or;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretothe L/C Issuer); or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or the L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 5 contracts
Samples: Credit Agreement (Mistras Group, Inc.), Credit Agreement (Mistras Group, Inc.), Credit Agreement (Mistras Group, Inc.)
Increased Costs Generally. If any Change in Law shall:
(ia) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;
(b) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any LIBO Rate Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes or Other Taxes covered by Section 3.01 and any reserve requirement reflected in the Eurocurrency Rate) or any L/C IssuerExcluded Taxes); or
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iiic) impose on any Lender or any L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or LIBO Rate Loans made by such Lender that is not otherwise accounted for in the definition of “LIBO Rate” or any Letter of Credit or participation thereinthis clause (1); and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient Issuing Bank of making, converting to, continuing making or maintaining any Loan or issuing or maintaining any Letter of Credit the interest on which is determined by reference to the LIBO Rate (or of maintaining its obligation to make any such Loan, Loan or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer Lender or other Recipient hereunder Issuing Bank (whether of principal, interest or any other amount) then, upon request from time to time within fifteen (15) days after demand by such Lender or Issuing Bank setting forth in reasonable detail such increased costs (with a copy of such Lender, such L/C Issuer or other Recipientdemand to the Administrative Agent), the Borrower will pay to such Lender, such L/C Issuer Lender or other Recipient, as the case may be, Issuing Bank such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipient, as the case may be, Issuing Bank for such additional costs incurred or reduction suffered; provided that such amounts shall only be payable by the Borrower to the applicable Lender or Issuing Bank under this Section 3.04(1) so long as it is such Lender’s or such Issuing Bank’s general policy or practice to demand compensation in similar circumstances under comparable provisions of other financing agreements.
Appears in 5 contracts
Samples: Credit Agreement (Superior Industries International Inc), Credit Agreement (Superior Industries International Inc), Credit Agreement (Superior Industries International Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement Reserve Requirement reflected in the Eurocurrency Adjusted Eurodollar Rate) or any L/C LC Issuer; or;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Income Taxes) with respect to this Agreement, any Letter of Credit, any participation in respect a Letter of its loansCredit, letters of creditany Commitment, commitmentsany Eurodollar Loan made by it, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretothereto or change the basis of taxation of payments to such Recipient; or
(iii) impose on any Lender or any L/C LC Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Issuer LC Issuer, or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer LC Issuer, or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such L/C Issuer LC Issuer, or other Recipient, the Borrower will pay to such Lender, such L/C Issuer LC Issuer, or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer Lender, LC Issuer, or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 5 contracts
Samples: Credit Agreement (Alta Mesa Resources, Inc. /DE), Credit Agreement (Silver Run Acquisition Corp II), Credit Agreement (Sundance Energy Australia LTD)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any L/C Issuer; orLC Issuing Bank;
(ii) subject any Recipient Credit Party to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (ii) through (iv) of the definition of “Excluded Taxes Taxes” and (C) Other Connection Income Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any L/C Issuer LC Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans Advances made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient Credit Party of making, converting to, continuing or maintaining any Loan Advance or of maintaining its obligation to make any such LoanAdvance, or to increase the cost to such Lender, such L/C Issuer LC Issuing Bank or such other Recipient Credit Party of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer LC Issuing Bank or other Recipient Credit Party hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such L/C Issuer LC Issuing Bank or other RecipientCredit Party, the Borrower will pay to such Lender, such L/C Issuer LC Issuing Bank or other RecipientCredit Party, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer Lender, LC Issuing Bank or other RecipientCredit Party, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 5 contracts
Samples: Credit Agreement (Entergy Mississippi, LLC), Credit Agreement (Entergy Mississippi, LLC), Credit Agreement (Entergy Mississippi, LLC)
Increased Costs Generally. If any Change in Law after the date on which a Lender or L/C Issuer becomes a Lender or L/C issuer hereunder shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Eurodollar Rate) or any the L/C Issuer; or;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretothe L/C Issuer); or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or the L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 5 contracts
Samples: Credit Agreement (TUTOR PERINI Corp), Credit Agreement (TUTOR PERINI Corp), Credit Agreement (Perini Corp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, liquidity or similar requirement, including any compulsory loan, insurance charge or similar requirement against assets ofheld by, deposits with or for the account of, or credit extended or participated in by, any Lender (or its applicable Lending Office) (except any reserve requirement which is reflected in the Eurocurrency Ratedetermination of the Adjusted Eurodollar Rate hereunder) or any L/C Issuer; or;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Income Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender (or any its applicable Lending Office) or L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient (or its applicable Lending Office) of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such any L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such L/C Issuer or such other Recipient, the applicable Borrower will pay to such Lender, such L/C Issuer or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender, L/C Issuer or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 4 contracts
Samples: Credit Agreement (Constellium Se), Credit Agreement (Constellium SE), Credit Agreement (Constellium N.V.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Eurodollar Rate or the LIBOR Daily Floating Rate) or any the L/C Issuer; or;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan or any LIBOR Floating Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretothe L/C Issuer); or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans or LIBOR Floating Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Eurodollar Rate Loan or LIBOR Floating Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or the L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 4 contracts
Samples: Credit Agreement (Piedmont Natural Gas Co Inc), Credit Agreement (Piedmont Natural Gas Co Inc), Credit Agreement (Piedmont Natural Gas Co Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Adjusted Eurodollar Rate) or any the L/C Issuer; or;
(ii) subject any Recipient Lender to any Taxes (other than (A) Indemnified Taxes and (B) or Excluded Taxes and (C) Other Taxes) in respect on its Loans, Commitments, Letter of its loans, letters of credit, commitments, Credit Obligations or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting to, continuing to or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Eurodollar Rate Loan), or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or the L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 4 contracts
Samples: Revolving Credit Agreement (PBF Logistics LP), Revolving Credit Agreement (PBF Energy Co LLC), Revolving Credit Agreement (PBF Energy Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets ofheld by, deposits with or for the account of, or credit extended or participated in by, any Lender (or its Lending Office) (except any reserve requirement which is reflected in the Eurocurrency Ratedetermination of the Adjusted Eurodollar Rate hereunder) or any L/C Issuer; or;
(ii) subject any Recipient Lender Party to any Taxes with respect to any Loan Document or any Loan made pursuant to this Agreement (other than (A) Indemnified Taxes and (B) Other Taxes indemnified under Section 3.01, and Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or
(iii) impose on any Lender (or any its Lending Office) or L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or Participation Interest therein or any Letter of Credit or participation Participation Interest therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Eurodollar Rate Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient Issuer, as the case may be, hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 4 contracts
Samples: Credit Agreement (Albany Molecular Research Inc), Credit Agreement (Albany Molecular Research Inc), Credit Agreement (Albany Molecular Research Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any L/C Issuer; or;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes tax of any kind whatsoever with respect to this Credit Agreement, any Letter of Credit, any participation in a Letter of Credit or any Term Benchmark Loan or RFR Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or
(iii) impose on any Lender or any L/C Issuer or the applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Credit Agreement or Term Benchmark Loans or RFR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting to, continuing to or maintaining any Term Benchmark Loan or RFR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, Lender or such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower Company will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, a Lender or an L/C Issuer shall be entitled to request compensation for increased costs or expenses described in this Section 3.04(a) only to the extent it is the general practice or policy of such Lender or such L/C Issuer to request such compensation from other borrowers under comparable facilities under similar circumstances; provided, that in no event shall such Lender or such L/C Issuer be required to disclose any confidential or proprietary information regarding any such other borrower or comparable facility. For the avoidance of doubt, if a Lender or an L/C Issuer recovers an amount under this Section, such Lender or such L/C Issuer may not recover the same amount under Section 3.01; similarly, if a Lender or an L/C Issuer recovers an amount under Section 3.01, such Lender or such L/C Issuer may not recover the same amount under this Section.
Appears in 4 contracts
Samples: Credit Agreement (MSGE Spinco, Inc.), Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (Madison Square Garden Entertainment Corp.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Ratecontemplated by Section 3.04(e)) or any the L/C Issuer; or;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretothe L/C Issuer); or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such LenderLender or the L/C Issuer, and provided such Lender or L/C Issuer or is generally charging its other Recipientsimilarly situated borrowers therefor, the Borrower will pay to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 4 contracts
Samples: Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Integra Lifesciences Holdings Corp), Credit Agreement (Integra Lifesciences Holdings Corp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement Reserve Requirement reflected in the Eurocurrency Adjusted Eurodollar Rate) or any L/C LC Issuer; or;
(ii) subject any Recipient Lender or LC Issuer to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender or LC Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.5 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretoLC Issuer); or
(iii) impose on any Lender or any L/C LC Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Lender or LC Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Lender or LC Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such LenderLender or LC Issuer, such L/C Issuer or other Recipient, the Borrower will pay to such Lender, such L/C Issuer Lender or other RecipientLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientLC Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 4 contracts
Samples: Credit Agreement (Mid-Con Energy Partners, LP), Credit Agreement (Mid-Con Energy Partners, LP), Credit Agreement (Mid-Con Energy Partners, LP)
Increased Costs Generally. If any Change in Law Law, after the date on which a Lender or L/C Issuer becomes a Lender or L/C Issuer hereunder, shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Ratecontemplated by Section 3.04(e)) or any L/C Issuer; or;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Income Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(iii) [Intentionally Omitted]; or
(iiiiv) impose on any Lender or any L/C Issuer or the London interbank market any other material condition, cost or expense (other than Taxes) affecting this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to materially increase the cost to such Lender, Lender or such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to materially reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower Company will pay (or cause the applicable Designated Borrower to pay) to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 4 contracts
Samples: Credit Agreement (Thermo Fisher Scientific Inc.), Credit Agreement (Thermo Fisher Scientific Inc.), Credit Agreement (Thermo Fisher Scientific Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Ratecontemplated by Section 3.04(e)) or any L/C Issuer; or;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or any L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretosuch L/C Issuer); or
(iii) impose on any Lender or any L/C Issuer or any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender, by an amount which such Lender or such other Recipient deems to be material in its sole discretion, of making, converting to, continuing making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, Lender or such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section, the Borrower may convert all Eurodollar Rate Loans of such Lender then outstanding into Base Rate Loans in accordance with the terms hereof.
Appears in 4 contracts
Samples: Credit Agreement (L 3 Communications Holdings Inc), Credit Agreement (L 3 Communications Corp), Credit Agreement (L 3 Communications Holdings Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Ratecontemplated by Section 2.12(e)) or any L/C Issuer; orIssuing Lender;
(ii) subject any Recipient Lender or Issuing Lender to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit, any Eurodollar Advance made by it, or change the basis of taxation of payments to such Lender or Issuing Lender in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 2.14 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretoIssuing Lender); or
(iii) impose on any Lender or any L/C Issuer Issuing Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans Eurodollar Advances made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan Eurodollar Advance (or of maintaining its obligation to make or accept and purchase any such LoanAdvance), or to increase the cost to such Lender, such L/C Issuer Lender or such other Recipient Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer Lender or other Recipient Issuing Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or Issuing Lender, such L/C Issuer or other Recipient, the Borrower will pay to such Lender or Issuing Lender, such L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuing Lender, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 4 contracts
Samples: Credit Agreement (Rowan Companies Inc), Credit Agreement (Rowan Companies Inc), Credit Agreement (Helmerich & Payne Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rateany Fixed Rate Loan) or any L/C LC Issuer; or;
(ii) subject any Recipient Lender or any LC Issuer to any Taxes tax of any kind whatsoever or change the basis of taxation of payments to such Lender or any LC Issuer with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Fixed Rate Loan made by it (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Income Taxes) in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or
(iii) impose on any Lender Lender, any LC Issuer, the London interbank market or any L/C Issuer the Canadian commercial banking market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans any Fixed Rate Loan made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Fixed Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Lender or any LC Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Lender or any LC Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such L/C Issuer Lender or other Recipientany LC Issuer, the applicable Borrower will pay to such Lender, such L/C Issuer Lender or other Recipientany LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipientany LC Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 4 contracts
Samples: Credit Agreement (American Greetings Corp), Credit Agreement (American Greetings Corp), Credit Agreement (American Greetings Corp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Euro-Rate) or any L/C Issuer; orthe Issuing Lender;
(ii) subject any Recipient Lender or the Issuing Lender to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Loan under the Euro-Rate Option made by it, or change the basis of taxation of payments to such Lender or the Issuing Lender in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 5.9 [Taxes] and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretothe Issuing Lender); or
(iii) impose on any Lender, the Issuing Lender or any L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans any Loan under the Euro-Rate Option made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan under the Euro-Rate Option (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Issuer Lender or such other Recipient the Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer Lender or other Recipient the Issuing Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the Issuing Lender, such L/C Issuer or other Recipient, the Borrower Borrowers will pay to such Lender or the Issuing Lender, such L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipientthe Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 4 contracts
Samples: Revolving Credit Facility (Invacare Corp), Revolving Credit Facility (Foster L B Co), Revolving Credit Facility (RPM International Inc/De/)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any L/C Issuer; orcontemplated by Section 3.04(d));
(ii) subject any Recipient Lender to any Taxes Tax of any kind whatsoever with respect to this Agreement or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (other than (A) Indemnified Taxes and (B) except for Non-Excluded Taxes or Other Taxes covered by Section 3.01 and (C) Other any Excluded Taxes) in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or
(iii) impose on any Lender or any L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender that is not otherwise accounted for in the definition of “Eurodollar Rate” or any Letter of Credit or participation thereinthis clause (a); and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer or other Recipient hereunder Lender (whether of principal, interest or any other amount) then, upon request from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such Lender, such L/C Issuer or other Recipientdemand to the Administrative Agent), the Borrower will pay to such Lender, such L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered; provided that such amounts shall only be payable by the Borrower to the applicable Lender under this Section 3.04(a) so long as it is such Lender’s general policy or practice to demand compensation in similar circumstances under comparable provisions of other financing agreements.
Appears in 4 contracts
Samples: Credit Agreement (ATD Corp), Incremental Amendment (American Tire Distributors Holdings, Inc.), Incremental Amendment (ATD Corp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Ratecontemplated by Section 3.04(e)) or any L/C Issuer; or;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or
(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, Lender or such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower Borrowers will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered; provided that (x) the Borrowers shall not be treated less favorably with respect to such amounts than how other similarly situated borrowers of such Lender or L/C Issuer are generally treated (it being understood that this provision shall not be construed to obligate any Lender or L/C Issuer to make available any information that, in its sole discretion, it deems confidential), (y) the Borrowers shall not be liable for such compensation if the relevant Change in Law occurs on a date prior to the date such Lender becomes a party hereto and (z) such circumstances in the case of requests for reimbursement under clause (iii) above resulting from a market disruption are not generally affecting the banking market, or the applicable request has not been made by Lenders constituting Required Lenders.
Appears in 4 contracts
Samples: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any L/C Issuer; orRate contemplated by Section 3.04(e));
(ii) subject any Recipient Lender, any L/C Issuer or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes and (B) or Excluded Taxes and (C) Other Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, obligations or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation thereintherein (other than Taxes addressed by Section 3.01 and Excluded Taxes); and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, Lender or such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, such Lender or L/C Issuer or other Recipientsetting forth in reasonable detail such increased costs, the Borrower will pay to such Lender, such Lender or L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be materially disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurocurrency lending office if the making of such designation would allow the Lender or its Eurocurrency lending office to continue to perform its obligation to make Eurocurrency Rate Loans or to continue to fund or maintain Eurocurrency Rate Loans and avoid the need for, or reduce the amount of, such increased cost.
Appears in 4 contracts
Samples: Credit Agreement (Peabody Energy Corp), Credit Agreement (Peabody Energy Corp), Credit Agreement (Peabody Energy Corp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any L/C Issuer; orLender;
(ii) subject any Recipient Lender to any Taxes tax of any kind whatsoever with respect to this Agreement or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (other than (A) Indemnified Taxes and (B) except for Non-Excluded Taxes or Other Taxes covered by Section 3.01 and (C) Other any Excluded Taxes) in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or
(iii) impose on any Lender or any L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Agreement, Eurodollar Rate Loans made by such Lender that is not otherwise accounted for in the definition of “Eurodollar Rate” or any Letter of Credit or participation thereinthis clause (a); and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan) , or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer or other Recipient hereunder Lender (whether of principal, interest or any other amount) then, upon request from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such Lender, such L/C Issuer or other Recipientdemand to the Administrative Agent), the Borrower Borrowers will pay to such Lender, such L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered; provided that such amounts shall only be payable by the Borrowers to the applicable Lender under this Section 3.04(a)so long as it is such Lender’s general policy or practice to demand compensation in similar circumstances under comparable provisions of other financing agreements.
Appears in 3 contracts
Samples: Second Lien Credit Agreement, Second Lien Credit Agreement (DTZ Jersey Holdings LTD), Syndicated Facility Agreement (DTZ Jersey Holdings LTD)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify subject any Lender (or deem applicable its Lending Office) or the L/C Issuer to any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) Taxes with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))its Term Benchmark Loans, special depositits Notes, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account ofits Letter(s) of Credit, or credit extended or participated its participation in byany thereof, any Lender Reimbursement Obligations owed to it or its obligation to make Term Benchmark Loans, issue a Letter of Credit, or to participate therein (except any reserve requirement reflected in the Eurocurrency Rate) or any L/C Issuer; or
(ii) subject any Recipient to any Taxes (other than for (A) Indemnified Taxes and (B) Excluded Taxes and Taxes), or shall change the basis of taxation of payments to any Lender (Cor its Lending Office) Other Taxesor the L/C Issuer of the principal of or interest on its Term Benchmark Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its loansTerm Benchmark Loans, letters Letter(s) of creditCredit, commitmentsany participation therein, or other obligationsany Reimbursement Obligations owed to it, or its depositsobligation to make Term Benchmark Loans, reservesor issue a Letter of Credit, other liabilities or capital attributable theretoacquire participations therein (except for changes in the rate of tax on the overall net income of such Lender or its Lending Office or the L/C Issuer imposed by the jurisdiction in which such Xxxxxx’s or the L/C Issuer’s principal executive office or Lending Office is located); or
(iiiii) impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the FRB) or the L/C Issuer or shall impose on any Lender (or any its Lending Office) or the L/C Issuer or on the interbank market any other conditioncondition affecting its Term Benchmark Loans, cost its Notes, its Letter(s) of Credit, or expense (other than Taxes) affecting this Agreement its participation in any thereof, any Reimbursement Obligation owed to it, or Loans made by such Lender its obligation to make Term Benchmark Loans, or any to issue a Letter of Credit Credit, or participation to participate therein; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient of making, converting to, continuing its Lending Office) or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer of making or such other Recipient of participating inmaintaining any Term Benchmark Loan, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any a Letter of Credit), or participating therein, or to reduce the amount of any sum received or receivable by such Lender, such Lender (or its Lending Office) or the L/C Issuer under this Agreement or other Recipient hereunder (whether of principal, interest or under any other amount) thenLoan Document with respect thereto, upon request of by an amount deemed by such Lender, such Lender or L/C Issuer to be material, then, within thirty (30) days after demand by such Lender or other Recipient, the Borrower will pay to such Lender, such L/C Issuer (with a copy to Administrative Agent), Borrower shall be obligated to pay to such Lender or other Recipient, as the case may be, L/C Issuer such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipient, as the case may be, for such additional costs incurred increased cost or reduction sufferedreduction.
Appears in 3 contracts
Samples: Credit Agreement (Dynatrace, Inc.), Credit Agreement (Dynatrace, Inc.), Credit Agreement (Dynatrace, Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Ratecontemplated by Section 3.04(e)) or any the L/C Issuer; or;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made or participated in by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (other than (A) except, in each case, for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretothe L/C Issuer); or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made or participated in by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make or participate in any such Loan), or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or the L/C Issuer or other RecipientIssuer, the Borrower Company and the Borrowers (jointly and severally) will pay to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 3 contracts
Samples: Credit Agreement (Carmax Inc), Credit Agreement (Carmax Inc), Credit Agreement (Carmax Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency LIBO Rate) or any L/C the LC Issuer; or;
(ii) subject any Recipient Lender or the LC Issuer to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBO Rate Loan made by it, or change the basis of taxation of payments to such Lender or the LC Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretothe LC Issuer); or
(iii) impose on any Lender or any L/C the LC Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or LIBO Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any LIBO Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Lender or the LC Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Lender or the LC Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such L/C Issuer Lender or other Recipientthe LC Issuer, the Borrower Borrowers will pay to such Lender, such L/C Issuer Lender or other Recipientthe LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipientthe LC Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 3 contracts
Samples: Credit Agreement (Stein Mart Inc), Credit Agreement (Stein Mart Inc), Credit Agreement (Stein Mart Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Eurodollar Rate) or any the L/C Issuer; or;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Committed Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes covered by Section 3.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretothe L/C Issuer); or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Committed Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or the L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered; provided that the Borrower shall not be liable to any Lender or L/C Issuer for costs incurred more than one hundred eighty (180) days prior to receipt by the Borrower of the certificate referred to in clause (c) below from such Lender or L/C Issuer.
Appears in 3 contracts
Samples: Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in or the Eurocurrency Rate) or any L/C Issuer; orIssuing Lender;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Income Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender, any Issuing Lender or any L/C Issuer the relevant market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer the Issuing Lender or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer the Issuing Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such L/C Issuer the Issuing Lender or other Recipient, the Borrower will pay to such Lender, such L/C Issuer the Issuing Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer the Issuing Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered; provided that upon the occurrence of any Change in Law imposing a reserve percentage on any interest rate based on SOFR, the Administrative Agent, in its reasonable discretion, may modify the calculation of each such SOFR-based interest rate to add (or otherwise account for) such reserve percentage.
Appears in 3 contracts
Samples: Credit Agreement (TWFG, Inc.), Credit Agreement (TWFG, Inc.), Credit Agreement (TWFG, Inc.)
Increased Costs Generally. If any Change in Law shall:
: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency LIBOR Rate) or any the L/C Issuer; or
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.1 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities the L/C Issuer); or capital attributable thereto; or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or LIBOR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or the L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered; provided, however, that such Lender’s or the LC Issuer’s determination of any such amounts assessed against Borrower shall be consistent with the determination of amounts assessed against other borrowers that are similarly situated to Borrower.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Essex Portfolio Lp), Revolving Credit Agreement (Essex Portfolio Lp), Revolving Credit Agreement (Essex Property Trust Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or any L/C Issuer (except any reserve requirement reflected in the Eurocurrency Rate) , Adjusted Daily Simple XXXXX or any L/C Issuer; orTerm SOFR, other than as set forth below);
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit, any Eurocurrency Rate Loan, XXXXX Loan or any SOFR Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretosuch L/C Issuer); or
(iii) impose on any Lender or any L/C Issuer or the London interbank market, or other applicable market, any other condition, cost or expense (other than Taxes) affecting this Agreement Agreement, Eurocurrency Rate Loans, XXXXX Loans or SOFR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurocurrency Rate, Adjusted Daily Simple XXXXX or Term SOFR, as applicable (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, Lender or such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower Company will pay (or cause the applicable Designated Borrower to pay) to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 3 contracts
Samples: Incremental Joinder (SS&C Technologies Holdings Inc), Incremental Joinder & First Amendment to Credit Agreement (SS&C Technologies Holdings Inc), Credit Agreement (SS&C Technologies Holdings Inc)
Increased Costs Generally. If any Change in Law shall:
(ia) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;
(b) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Eurodollar Rate Loan or EURIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes or Other Taxes covered by Section 3.01 and any reserve requirement reflected in the Eurocurrency Rate) or any L/C IssuerExcluded Taxes); or
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iiic) impose on any Lender or any L/C Issuer the London interbank market or European interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans or EURIBOR Rate Loans made by such Lender that is not otherwise accounted for in the definition of “Eurodollar Rate”, “EURIBOR Rate” or any Letter of Credit or participation thereinthis clause (1); and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate or EURIBOR Rate (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer or other Recipient hereunder Lender (whether of principal, interest or any other amount) then, upon request from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such Lender, such L/C Issuer or other Recipientdemand to the Administrative Agent), the Borrower will pay to such Lender, such L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered; provided that such amounts shall only be payable by the Borrower to the applicable Lender under this Section 3.04(1) so long as it is such Lender’s general policy or practice to demand compensation in similar circumstances under comparable provisions of other financing agreements.
Appears in 3 contracts
Samples: First Lien Credit Agreement (McAfee Corp.), First Lien Credit Agreement (McAfee Corp.), First Lien Credit Agreement (McAfee Corp.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Ratecontemplated by Section 3.04(e)) or any the L/C Issuer; or;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes and (C) Other Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretothereto (except for (i) Indemnified Taxes covered by Section 3.01, (ii) any Tax described in clause (a) of the definition of Excluded Taxes to the extent such Taxes are imposed on or measured by such Recipient’s net income or profits (or are franchise Taxes imposed in lieu thereof) and (iii) any Tax described in clauses (b) through (e) of the definition of Excluded Taxes); or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or other Recipient hereunder with respect to a Eurodollar Rate Loan (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or the L/C Issuer or other RecipientIssuer, the Borrower Loan Parties will pay to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 3 contracts
Samples: Credit Agreement (e.l.f. Beauty, Inc.), Credit Agreement (e.l.f. Beauty, Inc.), Credit Agreement (e.l.f. Beauty, Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement to the extent reflected in the Eurocurrency Rate) or any the L/C Issuer; or;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Floating Rate Loan or Eurocurrency Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretothe L/C Issuer); or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or LIBOR Floating Rate Loans or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, maintaining, converting to, or continuing or maintaining any Loan the interest on which is determined by reference to the LIBOR Daily Floating Rate or the Eurocurrency Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or the L/C Issuer or other RecipientIssuer, the Borrower Company will pay (or cause the applicable Designated Borrower to pay) to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 3 contracts
Samples: Credit Agreement (Host Hotels & Resorts L.P.), Credit Agreement (Host Hotels & Resorts L.P.), Credit Agreement (Host Hotels & Resorts L.P.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any L/C Issuer; orLender;
(ii) subject any Recipient Lender to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Income Taxes) with respect to this Agreement or any Loan made by it, or change the basis of taxation of payments to such Lender in respect of its loans, letters of credit, commitmentsthereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or other obligationsany change in the rate of, or its deposits, reserves, other liabilities or capital attributable theretoany Excluded Tax payable by such Lender); or
(iii) impose on any Lender or any L/C Issuer any other condition, cost or expense (other than Taxestaxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation thereinLender; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to Term SOFR (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer or other Recipient Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such L/C Issuer or other Recipient, the Borrower Loan Parties will pay to such Lender, such L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientLender, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 3 contracts
Samples: Credit Agreement (Purple Innovation, Inc.), Credit Agreement (Purple Innovation, Inc.), Credit Agreement (Purple Innovation, Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any L/C Issuer; orLender;
(ii) subject any Recipient Lender to any Taxes Tax of any kind whatsoever with respect to this Agreement or any Eurocurrency Rate Loan or CDOR Rate Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (other than except, in each case, for (Aa) any Indemnified Taxes and or (Bb) any Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or
(iii) (A) impose on any Lender or any L/C Issuer any other condition, increase in the cost or expense (other than Taxes) affecting this Agreement or Loans made by to such Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or CDOR Rate Loans, or (B) cause a reduction in the amount received or receivable by any Letter Lender in connection with any of Credit the foregoing, that is not otherwise accounted for in the definition of Adjusted Eurocurrency Rate (excluding for purposes of this Section 3.04(a) any such increased costs or participation thereinreduction in amount resulting from (x) reserve requirements contemplated by Section 3.04(d) and (y) amounts otherwise excluded in the parenthetical in clause (ii) immediately above); and or the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurocurrency Rate or CDOR Rate, as applicable (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer or other Recipient hereunder Lender (whether of principal, interest or any other amount) then, upon request from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs or such reduction in amount (with a copy of such Lender, such L/C Issuer or other Recipientdemand to the Administrative Agent), the Borrower will pay to such Lender, such L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. At any time that any Eurocurrency Rate Loan or CDOR Rate Loan, as applicable, is affected by the circumstances described in this Section 3.04(a), the Borrower may, subject to Section 3.05, either (i) if the affected Eurocurrency Rate Loan or CDOR Rate Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower receives any such demand from such Lender or (ii) if the affected Eurocurrency Rate Loan or CDOR Rate Loan is then outstanding, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert such Eurocurrency Rate Loan into a Base Rate Loan (determined without reference to the Adjusted Eurocurrency Rate component thereof) or CDOR Rate Loan into a Canadian Prime Rate Loan, as applicable.
Appears in 3 contracts
Samples: Credit Agreement (GFL Environmental Holdings Inc.), Term Loan Credit Agreement (GFL Environmental Holdings Inc.), Credit Agreement (GFL Environmental Holdings Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets ofheld by, deposits with or for the account of, or credit extended or participated in by, any Lender (or its Lending Office) (except any reserve requirement which is reflected in the Eurocurrency Ratedetermination of the Adjusted Eurodollar Rate hereunder) or any L/C Issuer; or;
(ii) subject any Recipient Lender Party to any Taxes with respect to any Loan Document or any Loan made pursuant to this Agreement (other than (A) Indemnified Taxes and (B) Other Taxes indemnified under Section 3.01, and Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or
(iii) impose on any Lender (or any its Lending Office) or L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or participation interest therein, or any Protective Advance or any participation interest therein, or any Letter of Credit or participation Participation Interest therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Eurodollar Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such LenderLender of participating in any Protective Advance, or to increase to cost to such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient Issuer, as the case may be, hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower Borrowers will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 3 contracts
Samples: Abl Credit Agreement (MKS Instruments Inc), Abl Credit Agreement (MKS Instruments Inc), Abl Credit Agreement (MKS Instruments Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency RateAdjusted LIBOR) or any L/C Issuer; or;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes and (C) Other Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such L/C Issuer or other Recipient, the Borrower will pay to such Lender, such L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 3 contracts
Samples: Credit Agreement (Willdan Group, Inc.), Credit Agreement (Willdan Group, Inc.), Credit Agreement (Willdan Group, Inc.)
Increased Costs Generally. If any Change in Law shall:
(ia) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Ratecontemplated by Section 8.1.5) or any L/C Issuer; orIssuing Lender;
(iib) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (e) of the definition of Excluded Taxes and (C) Other Connection Income Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iiic) impose on any Lender or any L/C Issuer Issuing Lender or the London or Canadian interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurocurrency Loans made by such Lender or any applicable Letter of Credit or participation of such Lender therein; ;
(d) and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Issuer Lender or such other Recipient Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient Issuing Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such Issuing Lender, such L/C Issuer or other Recipient, the Borrower Company will pay (or cause the applicable Subsidiary Borrower to pay) to such Lender or such Issuing Lender, such L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuing Lender, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 3 contracts
Samples: Credit Agreement (MIDDLEBY Corp), Credit Agreement (Middleby Corp), Credit Agreement (Middleby Corp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Eurodollar Rate) or any a L/C Issuer; or;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, (C) Connection Income Taxes and (BD) Excluded Taxes and (Cimposed as a penalty for a Lender’s failure to comply with non-U.S. legislation implementing FATCA) Other Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any a L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or a L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or a L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or a L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, such Lender or a L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such a L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 3 contracts
Samples: Credit Agreement (Phillips Edison & Company, Inc.), Credit Agreement (Phillips Edison Grocery Center Reit I, Inc.), Credit Agreement (Phillips Edison Grocery Center Reit I, Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency LIBOR Rate) or any the L/C Issuer; or;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Income Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or hereunder , other Recipient hereunder than an increase related to Taxes, which are governed exclusively by Section 3.01 hereof (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or the L/C Issuer or other Recipientand delivery of the certificate contemplated by Section 3.04(c), the Borrower Loan Parties will pay to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 3 contracts
Samples: Credit Agreement (Torrid Holdings Inc.), Credit Agreement (Torrid Holdings Inc.), Credit Agreement (Torrid Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any L/C Issuer; or;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or any L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretosuch L/C Issuer); or
(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan or of maintaining its obligation to make any such Eurodollar Rate Loan, or to increase the cost to such Lender, Lender or such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered; provided that such increase in cost to such Lender is being charged to customers of such Lender generally.
Appears in 3 contracts
Samples: Credit Agreement (Paperweight Development Corp), Credit Agreement (Paperweight Development Corp), Credit Agreement (Appleton Papers Inc/Wi)
Increased Costs Generally. If Except to the extend addressed by Section 3.01, if any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency LIBOR Rate) or any the L/C Issuer; or;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes and (C) Other Taxes) tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan or BA Equivalent Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretothereof; or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or LIBOR Rate Loans or BA Equivalent Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any LIBOR Rate Loan or BA Equivalent Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or the L/C Issuer or other RecipientIssuer, the Borrower applicable Loan Parties will pay to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 3 contracts
Samples: Credit Agreement (Restoration Hardware Holdings Inc), Credit Agreement (Restoration Hardware Holdings Inc), Credit Agreement (Restoration Hardware Holdings Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Eurodollar Rate) or any the L/C Issuer; or;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (other than (A) except in each case for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretothe L/C Issuer); or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or the L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Credit Agreement (Laboratory Corp of America Holdings), Credit Agreement (Laboratory Corp of America Holdings)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency RateEurodollar Rate contemplated by Section 3.04(e)) or any L/C Issuer; or;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes Tax of any kind whatsoever with respect to this Credit Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of Taxation of payments to such Lender or such L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretosuch L/C Issuer); or
(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Credit Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, Lender or such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, a Lender or an L/C Issuer shall be entitled to request compensation for increased costs or expenses described in this Section 3.04(a) only to the extent it is the general practice or policy of such Lender or such L/C Issuer to request such compensation from other borrowers under comparable facilities under similar circumstances. For the avoidance of doubt, if a Lender or an L/C Issuer recovers an amount under this Section, such Lender or L/C Issuer may not recover the same amount under Section 3.01; similarly, if a Lender or an L/C Issuer recovers an amount under Section 3.01, such Lender or L/C Issuer may not recover the same amount under this Section.
Appears in 2 contracts
Samples: Credit Agreement (AMC Networks Inc.), Credit Agreement (AMC Networks Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency RateEurodollar Rate contemplated by Section 3.04(e)) or any the L/C Issuer; or;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes Tax of any kind whatsoever with respect to this Credit Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of Taxation of payments to such Lender or the L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretothe L/C Issuer); or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Credit Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or the L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, a Lender or the L/C Issuer shall be entitled to request compensation for increased costs or expenses described in this Section 3.04(a) only to the extent it is the general practice or policy of such Lender or the L/C Issuer to request such compensation from other borrowers under comparable facilities under similar circumstances. For the avoidance of doubt, if a Lender or the L/C Issuer recovers an amount under this Section, such Lender or L/C Issuer may not recover the same amount under Section 3.01; similarly, if a Lender or the L/C Issuer recovers an amount under Section 3.01, such Lender or L/C Issuer may not recover the same amount under this Section.
Appears in 2 contracts
Samples: Credit Agreement (AMC Networks Inc.), Credit Agreement (AMC Networks Inc.)
Increased Costs Generally. If any Change in Law (excluding for purposes of this Section 4.4, any increase in the applicable rate or rates of any Tax imposed on or measured by overall net income (however denominated), any franchise Tax, or any branch profits Tax) shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, any Lender or the Letter of Credit Issuer (except any reserve requirement reflected in the Eurocurrency Rate) or any L/C Issuer; orrequirement);
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes Taxes” and (C) Other Connection Income Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the Letter of Credit Issuer or any L/C Issuer applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Credit Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C the Letter of Credit Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C the Letter of Credit Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, such L/C the Letter of Credit Issuer or other Recipient, the Borrower will Parties shall promptly pay to any such Lender, such L/C the Letter of Credit Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipientthe Letter of Credit Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Oaktree Gardens OLP, LLC), Revolving Credit Agreement (Oaktree Gardens OLP, LLC)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in or the Eurocurrency Rate) or any L/C Issuer; orIssuing Lender;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Income Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender, the Issuing Lender or any L/C Issuer the relevant market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer the Issuing Lender or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer the Issuing Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such L/C Issuer the Issuing Lender or other Recipient, the Borrower will pay to such Lender, such L/C Issuer the Issuing Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipientthe Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered; provided that upon the occurrence of any Change in Law imposing a reserve percentage on any interest rate based on SOFR, the Administrative Agent, in its reasonable discretion, may modify the calculation of each such SOFR-based interest rate to add (or otherwise account for) such reserve percentage.
Appears in 2 contracts
Samples: Credit Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources Corp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency LIBOR Rate) or any L/C LC Issuer; or;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Excluded Taxes (other than Taxes measured by the overall capital or net worth of such Recipient) and (C) Other Connection Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any L/C LC Issuer or the London interbank market any other condition, cost or expense (other than TaxesTaxes or any reserve requirement then reflected in the LIBOR Rate) affecting this Agreement or Loans made by such Lender or any Letter of Credit Facility LC or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting tointo, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Lender or LC Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit Facility LC (or of maintaining its obligation to participate in or to issue any Letter of CreditFacility LC), or to reduce the amount of any sum received or receivable by such Lender, such L/C Lender or LC Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, such L/C Issuer Lender or other RecipientLC Issuer, the Borrower will shall promptly pay to any such Lender, such L/C LC Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Lender, LC Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered; provided that the Borrower shall not be required to pay any such amounts to any Lender under and pursuant to this Section which are owing as a result of any Specified Change if and to the extent such Lender is not at such time generally assessing such costs in a similar manner to other similarly situated borrowers with similar credit facilities.
Appears in 2 contracts
Samples: Credit Agreement (Oge Energy Corp.), Credit Agreement (Oge Energy Corp.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except (A) any reserve requirement reflected in the Eurocurrency Rate) or any L/C Issuer; or;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes tax of any kind whatsoever on or 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 basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretosuch L/C Issuer); or
(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit issued by such L/C Issuer or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurocurrency Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, Lender or such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower Company will pay (or cause the applicable Designated Borrower to pay) on demand to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Credit Agreement (Idex Corp /De/), Credit Agreement (Idex Corp /De/)
Increased Costs Generally. If any Change in Law shall:
: (i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Ratecontemplated by Section 3.04(e)) or any L/C the Letter of Credit Issuer; or
(ii) subject any Recipient Lender or the Letter of Credit Issuer to any Taxes Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit, any Eurocurrency RateCORRA Loan or any SOFR Loan made by it, or change the basis of taxation of payments to such Lender or the Letter of Credit Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities the Letter of Credit Issuer); or capital attributable thereto; or
(iii) impose on any Lender or any L/C the Letter of Credit Issuer or the Londonapplicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement Agreement, Eurocurrency RateCORRA Loans or SOFR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to LIBOR or Term SOFR (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Lender or the Letter of Credit Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Lender or the Letter of Credit Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such L/C Issuer Lender or other Recipientthe Letter of Credit Issuer, the Borrower Loan Parties will pay to such Lender, such L/C Issuer Lender or other Recipientthe Letter of Credit Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipientthe Letter of Credit Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Credit Agreement (Matrix Service Co), Credit Agreement (Matrix Service Co)
Increased Costs Generally. If any Change in Law occurring after the date that such Lender or L/C Issuer first became a Lender or L/C Issuer, as applicable, shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e) or otherwise reflected in the Eurocurrency LIBOR Rate) or any the L/C Issuer; or;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Excluded Taxes and (C) Other Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or the L/C Issuer or other RecipientIssuer, the Borrower Borrowers will pay to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Credit Agreement (Sears Hometown & Outlet Stores, Inc.), Credit Agreement (Sears Hometown & Outlet Stores, Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the Issuing Lender (except other than any such reserve requirement reflected in or other requirements with respect to any (x) SOFR Loan, the Eurocurrency interest rate which is determined by the Benchmark after the first Benchmark Replacement Date and (y) Alternate Base Rate Loan, the interest rate which is determined by the Alternate Base Rate) or any L/C Issuer; or);
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Income Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) prior to the first Benchmark Replacement Date, impose on any Lender or any L/C Issuer the Issuing Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer Issuing Lender or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer Issuing Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such L/C Issuer Issuing Lender or other Recipient, the Borrower will pay to such Lender, such L/C Issuer Issuing Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, Issuing Lender or such L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Credit Agreement (Fluent, Inc.), Credit Agreement (Fluent, Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency RateRate contemplated by Section 3.04(e)) or any L/C Issuer; or
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than (A) Indemnified Taxes or Other Taxes that are indemnified under Section 3.01 and (B) any Excluded Taxes) affecting this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting to, continuing to or maintaining any Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, Lender or such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurocurrency Rate lending office if the making of such designation would allow the Lender or its Eurocurrency Rate lending office to continue to perform its obligation to make Eurocurrency Rate Loans or to continue to fund or maintain Eurocurrency Rate Loans and avoid the need for, or reduce the amount of, such increased cost.
Appears in 2 contracts
Samples: Credit Agreement (Foresight Energy LP), Amendment Agreement (Foresight Energy Partners LP)
Increased Costs Generally. If any (i) Change in Law Law, or (ii) compliance by any Lender or the L/C Issuer with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority (including Regulation D of the FRB), shall:
(iA) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in (including, without limitation, in respect of any Letter of Credit) by, any Lender (except any reserve requirement reflected in the Eurocurrency LIBOR Rate) or any the L/C Issuer;
(B) subject any Lender or the L/C Issuer to any Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes and Excluded Taxes); or
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or the L/C Issuer or other RecipientIssuer, the Borrower Borrowers will pay to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Tilly's, Inc.), Credit Agreement (Tilly's, Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Adjusted Eurodollar Rate) or any L/C LC Issuer; or;
(ii) subject any Recipient Lender or LC Issuer to any Taxes Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender or LC Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.5 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretoLC Issuer); or
(iii) impose on any Lender or any L/C LC Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Lender or LC Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Lender or LC Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such LenderLender or LC Issuer, such L/C Issuer or other Recipient, the Borrower will pay to such Lender, such L/C Issuer Lender or other RecipientLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientLC Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Credit Agreement (Berry Petroleum Co), Credit Agreement (Berry Petroleum Co)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Ratecontemplated by Section 3.04(e)) or any L/C Issuer; or;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Income Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, such Lender or L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered; provided that Borrower shall not be required to pay any such amounts to any Recipient under and pursuant to this Section 3.04(a) which are owing as a result of any Change in Law if and to the extent such Recipient is not at such time generally assessing such costs in a similar manner to other similarly situated borrowers with similar credit facilities.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (NVR Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets ofagainst, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Adjusted Eurodollar Rate) or any L/C Issuer; or;
(ii) subject any Recipient Lender or L/C Issuer to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes and (C) Other Taxes) Tax of any kind whatsoever with respect to any Credit Document, any Letter of Credit, any participation in a Letter of Credit or any Loan made by it, or change the basis of taxation of payments to such Lender or L/C Issuer in respect thereof (except, in each case, for Indemnified Taxes, any Taxes described in clauses (b) through (e) of its loans, letters the definition of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto“Excluded Taxes” and Connection Income Taxes); or
(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Eurodollar Rate Loan (or, in the case of clause (ii) above, any Loan), or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such Lender or L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, such Lender or L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered; provided that, such increased costs may only be requested by a Lender imposing such increased costs on borrowers similarly situated to the Borrower under credit facilities comparable to those provided hereunder.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Akumin Inc.), Revolving Credit Agreement (Akumin Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Eurodollar Rate) or any the L/C Issuer; or;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it (other than except for (Ax) Indemnified Taxes or Other Taxes, (y) Excluded Taxes, and (B) Excluded Taxes and (Cz) Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or the L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Credit Agreement (Caci International Inc /De/), Credit Agreement (Caci International Inc /De/)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Eurodollar Rate) or any L/C Issuer; or;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretoL/C Issuer); or
(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, Lender or such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer, U.S. Borrower (if such Lender or L/C Issuer is a U.S. Lender or other Recipient, the U.S. L/C Issuer) or Canadian Borrower (if such Lender or L/C Issuer is a Canadian Lender or Canadian L/C Issuer) will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Credit Agreement (Castle a M & Co), Credit Agreement (Castle a M & Co)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets ofheld by, deposits with or for the account of, or credit extended or participated in by, any Lender (or its Lending Office) (except any reserve requirement reflected in the Eurocurrency Ratewhich is contemplated by Section 3.04(e) hereof) or any L/C Issuer; or;
(ii) subject any Recipient Lender (or its Lending Office) or L/C Issuer to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Participation Interest in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable thereto; orL/C Issuer);
(iii) impose on any Lender (or any its Lending Office) or L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender (or such other Recipient its Lending Office) of making, converting to, continuing making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or any L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or L/C Issuer or other Recipientby delivery of a certificate pursuant to subsection (c) of this Section 3.04, the Borrower Borrowers will pay to such Lender, such Lender or L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Credit Agreement (Apria Healthcare Group Inc), Credit Agreement (Ahny-Iv LLC)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency LIBO Rate) or any L/C the LC Issuer; or;
(ii) subject any Recipient Lender or LC Issuer to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBO Rate Loan made by it, or change the basis of taxation of payments to such Lender or LC Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretoLC Issuer); or
(iii) impose on any Lender or any L/C LC Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or LIBO Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any LIBO Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Issuer Lender or such other Recipient LC Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C LC Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientLC Issuer, the Borrower Borrowers will pay to such Lender, Lender or such L/C Issuer or other RecipientLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientLC Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Credit Agreement (Supervalu Inc), Credit Agreement (Supervalu Inc)
Increased Costs Generally. (a) If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency LIBOR Rate) or any L/C Issuer; or);
(ii) subject any Recipient Lender to any Taxes tax of any kind whatsoever with respect to this Agreement or any Loan under the LIBOR Rate Option made by it, or change the basis of taxation of payments to such Lender in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 4.2 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, or its deposits, reserves, other liabilities or capital attributable theretoany Excluded Tax payable by such Lender); or
(iii) impose on any Lender or any L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans any Loan under the LIBOR Rate Option made by such Lender or any Letter of Credit or participation thereinLender; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan under the LIBOR Rate Option (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer or other Recipient Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such L/C Issuer or other Recipient, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(b) If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender, to a level below that which such L/C Issuer Lender or other Recipientsuch Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), as then from time to time the case may be, Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such L/C Issuer Lender’s holding company for any such reduction suffered.
(c) A certificate of a Lender setting forth the amount or other Recipientamounts necessary to compensate such Lender or its holding company, as the case may be, as specified in this Section 4.1 and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.
(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for such additional any increased costs incurred or reduction sufferedreductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 2 contracts
Samples: Term Loan Agreement (Associated Estates Realty Corp), Term Loan Agreement (Associated Estates Realty Corp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency RateLender) or any L/C Issuer; or;
(ii) subject any Recipient Lender or any Issuer to any Taxes Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or the Issuer in respect thereof (other than (A) Indemnified Taxes and (B) except for any Excluded Taxes and (C) or any Non-Excluded Taxes or Other Taxes) in respect of its loans, letters of credit, commitments, Taxes indemnified or other obligations, or its deposits, reserves, other liabilities or capital attributable theretootherwise paid under Section 3.1); or
(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein, in each case that is not otherwise accounted for in this clause (a); and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Issuer Lender or such other Recipient Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Lender or Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request from time to time within fifteen (15) days after demand by such Lender or Issuer setting forth in reasonable detail such increased costs (with a copy of such Lender, such L/C Issuer or other Recipientdemand to the Administrative Agent), the Borrower will pay to such Lender, such L/C Issuer Lender or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Credit Agreement (JOANN Inc.), Credit Agreement (JOANN Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement Reserve Requirement reflected in the Eurocurrency Adjusted Eurodollar Rate) or any L/C LC Issuer; or;
(ii) subject any Recipient Lender or LC Issuer to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes and (C) Other Taxes) in respect tax of any kind whatsoever on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretothereto (except for (A) Indemnified Taxes or Other Taxes covered by Section 3.5, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, (C) Connection Income Taxes, and (D) the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or LC Issuer); or
(iii) impose on any Lender or any L/C LC Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Lender or LC Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Lender or LC Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such LenderLender or LC Issuer, such L/C Issuer or other Recipient, the Borrower will pay to such Lender, such L/C Issuer Lender or other RecipientLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientLC Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Credit Agreement (Vantage Energy Inc.), Credit Agreement (Vantage Energy Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any L/C LC Issuer; or;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Income Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any L/C LC Issuer any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender Lender, LC Issuer or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C LC Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C LC Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such L/C LC Issuer or other Recipient, the Borrower Credit Parties will pay to such Lender, such L/C LC Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Lender, LC Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Credit Agreement (BRC Inc.), Credit Agreement (BRC Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Ratecontemplated by Section 3.04(e)) or any L/C Issuer; or;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan or BA Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretosuch L/C Issuer); or
(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans or BA Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Eurodollar Rate Loan or BA Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, Lender or such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the applicable Borrower will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Credit Agreement (Nortek Inc), Credit Agreement (Broan-NuTone LLC)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted Eurocurrency Rate) or any L/C Issuer; or;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Income Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any L/C Issuer or, with respect to Eurocurrency Rate Loans, the applicable offshore interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation thereinin any such Loan or Letter of Credit; and the result of any of the foregoing shall be to increase the cost to such Lender Lender, such L/C Issuer or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such L/C Issuer or other Recipient, the Borrower will pay to such Lender, such L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Credit Agreement (Welltower Inc.), Credit Agreement (Welltower Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any L/C Issuer; orLender;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Income Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any L/C Issuer interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement Agreement, Alternative Currency Loans or Term SOFR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer or other Recipient Lender hereunder (whether of principal, interest or any other amount) then, upon the written request of such Lender, such L/C Issuer or other Recipient, the Borrower will pay to such Lender, such L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipient, as the case may beLender, for such additional costs incurred or reduction suffered; provided that such amount or amounts shall be no greater than that which such Lender is generally claiming from its other borrowers similarly situated to the Borrower, as reasonably evidenced to the Borrower at the time such amount is requested. Notwithstanding anything to the contrary in this Section 3.04, the Borrower shall not be required to compensate any Lender pursuant to this Section 3.04 for any amounts incurred more than 120-days prior to the date that such Lender notifies the Borrower of such affected Person’s intention to claim compensation therefor; except that if the event giving rise to such request for compensation is retroactive, then such 120-day period will be extended to include the period of the retroactive effect thereof.
Appears in 2 contracts
Samples: Credit Agreement (Blackstone Secured Lending Fund), Credit Agreement (Blackstone Secured Lending Fund)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special depositreserve, compulsory loan, insurance charge charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender Affected Person (except any such reserve requirement reflected in the Eurocurrency Adjusted Eurodollar Rate) or any L/C Issuer; or);
(ii) subject any Recipient Secured Party to any Taxes (other than (A) Indemnified Taxes and Non-Excluded Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes Taxes” and (C) Other Connection Income Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender Affected Person or any L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) expense, affecting this Agreement or Loans Advances made by such Lender Affected Person by reference to the LIBOR Rate or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient any Affected Person of making, continuing, converting to, continuing into or maintaining any Loan Advance (or of maintaining its obligation to make any such Loan, Advance) or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit)to, or to reduce the amount of any payment (whether of principal, interest, fees, compensation or otherwise) or sum received or receivable by such Lenderby, such L/C Issuer or other Recipient Affected Person hereunder (whether of principal, interest interest, fees, compensation or any other amount) thenotherwise), upon request of such Lender, such L/C Issuer or other Recipient, then the Borrower will pay to such Lender, Affected Person from time to time after receipt of a written demand by a Responsible Officer of such L/C Issuer or other Recipient, as the case may beAffected Person in Dollars, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipient, as the case may be, Affected Person for such additional costs incurred or reduction sufferedsuffered within ten (10) days of receipt of such demand. If a Lender requests compensation by the Borrower under this Section 2.09, the Borrower may, by notice to such Lender, suspend the obligation of such Lender to make or continue Advances by reference to the LIBOR Rate, until the event or condition giving rise to such request ceases to be in effect (in which case (x) all Advances of such Lender to be denominated in Dollars shall be made or continued by reference to the Base Rate and (y) such Lender shall have no obligation to make any Advances by reference to the LIBOR Rate); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.
Appears in 2 contracts
Samples: Credit and Security Agreement (CION Investment Corp), Credit and Security Agreement (CION Investment Corp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Ratecontemplated by Section 3.04(e)) or any L/C Issuer; orFronting Bank;
(ii) subject any Recipient Lender or any Fronting Bank to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Term SOFR Loan or Alternative Currency Loan made by it, or change the basis of taxation of payments to such Lender or such Fronting Bank in respect thereof (other than (A) except, in each case, for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) any Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitments, Tax payable by such Lender or other obligations, or its deposits, reserves, other liabilities or capital attributable theretosuch Fronting Bank); or
(iii) impose on any Lender or any L/C Issuer Fronting Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or any Term SOFR Loans or Alternative Currency Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Issuer Lender or such other Recipient Fronting Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient Fronting Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientFronting Bank, the Parent Borrower will pay (or cause the applicable Designated Subsidiary Borrower to pay) to such Lender, Lender or such L/C Issuer or other RecipientFronting Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientFronting Bank, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Credit Agreement (Arch Capital Group Ltd.), Credit Agreement (Arch Capital Group Ltd.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Ratecontemplated by Section 3.04(e)) or any the L/C Issuer; or;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Income Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or the L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Credit Agreement (Solarcity Corp), Credit Agreement (Solarcity Corp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any L/C Issuer; or;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit or any participation in a Letter of Credit made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes covered by Section 3.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretosuch L/C Issuer); or
(iii) impose on any Lender or any L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, Lender or such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered; provided that Borrower shall not be liable to any Lender or any L/C Issuer for costs incurred more than one hundred eighty (180) days prior to receipt by Borrower of the certificate referred to in clause (c) below from such Lender or such L/C Issuer.
Appears in 2 contracts
Samples: Credit Agreement (Franklin Street Properties Corp /Ma/), Credit Agreement (Franklin Street Properties Corp /Ma/)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency RateEurodollar Rate contemplated by Section 3.04(e)) or any L/C Issuer; or;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes tax of any kind whatsoever with respect to this Credit Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes and (B) any Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoTax); or
(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Credit Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting to, continuing to or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, Lender or such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower Company will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, a Lender or an L/C Issuer shall be entitled to request compensation for increased costs or expenses described in this Section 3.04(a) only to the extent it is the general practice or policy of such Lender or such L/C Issuer to request such compensation from other borrowers under comparable facilities under similar circumstances; provided, that in no event shall such Lender or L/C Issuer be required to disclose any confidential or proprietary information regarding any such other borrower or comparable facility. For the avoidance of doubt, if a Lender or an L/C Issuer recovers an amount under this Section, such Lender or such L/C Issuer may not recover the same amount under Section 3.01; similarly, if a Lender or an L/C Issuer recovers an amount under Section 3.01, such Lender or such L/C Issuer may not recover the same amount under this Section.
Appears in 2 contracts
Samples: Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (MSG Networks Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement requirements reflected in the Eurocurrency Eurodollar Rate) or any L/C Issuer; or;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes and (C) Other Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such LoanLoan the interest on which is determined by reference to the Eurodollar Rate, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such L/C Issuer or other Recipient, the Borrower will pay to such Lender, such L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender, L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Extension Agreement and First Amendment to Second Amended and Restated Credit Agreement (EQT Corp), Credit Agreement (EQT Corp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Ratecontemplated by Section 3.04(e)) or any the L/C Issuer; or;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes and (C) Other Taxes) in respect of on its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, to or continuing or maintaining any Loan the interest on which is determined by reference to the Eurocurrency Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or the L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Credit Agreement (BWX Technologies, Inc.), Credit Agreement (BWX Technologies, Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except Lender, any reserve requirement reflected in the Eurocurrency Rate) or any L/C Issuer; orIssuing Bank;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Income Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender Lender, any Issuing Bank or any L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement Agreement, any Letter of Credit, any participation in a Letter of Credit or Benchmark Rate Loans made by such Lender or any Letter Issuing Bank (other than with respect to Taxes) that is not otherwise accounted for in the determination of Credit the Benchmark Rate or participation thereinthis clause (a); and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient Issuing Bank of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Benchmark Rate or, in the case of a Change in Law with respect to Taxes, making or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Issuer Issuing Bank or such other Recipient Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient hereunder Issuing Bank (whether of principal, interest or any other amount)) then, upon request from time to time within ten days after demand by such Lender or such Issuing Bank setting forth in reasonable detail such increased costs (with a copy of such Lender, demand to the Administrative Agent) (provided that such L/C Issuer calculation will not in an way require disclosure of confidential or price-sensitive information or any other Recipientinformation the disclosure of which is prohibited by law), the Borrower will pay to such Lender, Lender or such L/C Issuer or other Recipient, as the case may be, Issuing Bank such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipient, as the case may be, Issuing Bank for such additional costs incurred or reduction suffered. No Lender or Issuing Bank shall request that the Borrower pay any additional amount pursuant to this Section 3.04(a) unless it shall concurrently make similar requests to other borrowers similarly situated and affected by such Change in Law and from whom such Lender or Issuing Bank is entitled to seek similar amounts.
Appears in 2 contracts
Samples: Credit Agreement (Ironwood Pharmaceuticals Inc), Credit Agreement (Ironwood Pharmaceuticals Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any L/C Issuer; orRate contemplated by Section 3.04(e));
(ii) subject to any Recipient Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes and (B) or Excluded Taxes and (C) Other Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, obligations or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation thereinLender; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer or other Recipient hereunder Lender (whether of principal, interest or any other amount) then, upon written request of such Lender, Lender setting forth in reasonable detail such L/C Issuer or other Recipientincreased costs, the Borrower will pay to such Lender, such L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be materially disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurocurrency lending office if the making of such designation would allow the Lender or its Eurocurrency lending office to continue to perform its obligation to make Eurocurrency Rate Loans or to continue to fund or maintain Eurocurrency Rate Loans and avoid the need for, or reduce the amount of, such increased cost.
Appears in 2 contracts
Samples: Credit Agreement (Peabody Energy Corp), Credit Agreement (Peabody Energy Corp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in contemplated by the Eurocurrency definition of Eurodollar Rate) or any the L/C Issuer; or;
(ii) subject any Lender, the L/C Issuer or any other Recipient to any Taxes tax of any kind whatsoever with respect to this Agreement or any Eurodollar Rate Loan made or Letter of Credit issued by it, or change the basis of taxation of payments to such Lender, the L/C Issuer or other Recipient in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) the imposition of, or any change in the rate of, any Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretothat are payable by such Lender); or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan Loan, or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such the L/C Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such the L/C Issuer or such other Recipient, as the Borrower case may be, the Borrowers will pay to such Lender, such the L/C Issuer or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender, the L/C Issuer or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Credit Agreement (Construction Partners, Inc.), Credit Agreement (Construction Partners, Inc.)
Increased Costs Generally. If any Change in Law shall:
(ia) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;
(b) subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Eurodollar Rate Loan or CDOR Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes or Other Taxes covered by Section 3.01 and any reserve requirement reflected in the Eurocurrency Rate) or any L/C IssuerExcluded Taxes); or
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iiic) impose on any Lender or any L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans or CDOR Loans made by such Lender that is not otherwise accounted for in the definition of “Eurodollar Rate”, “CDOR Rate” or any Letter of Credit or participation thereinthis clause (c); and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate or the CDOR Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer or other Recipient hereunder Lender (whether of principal, interest or any other amount) then, upon request from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such Lender, such L/C Issuer or other Recipientdemand to the Administrative Agent), the Borrower will pay to such Lender, such L/C Issuer or other Recipient, as the case may be, Lender such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered; provided that such amounts shall only be payable by the Borrower to the applicable Lender under this Section 3.04(1) so long as it is such Lender’s general policy or practice to demand compensation in similar circumstances under comparable provisions of other financing agreements.
Appears in 2 contracts
Samples: Credit Agreement (Life Time Group Holdings, Inc.), Credit Agreement (Life Time Group Holdings, Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Ratecontemplated by Section 3.04(e)) or any the L/C Issuer; or;
(ii) subject any Recipient Lender or the L/C Issuer to any tax of any 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 basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Taxes described in clauses (other than b) through (Ae) of the definition of Excluded Taxes, Indemnified Taxes and (B) Excluded Taxes and (C) Other or Connection Income Taxes) in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other material condition, cost or expense (other than Taxes) affecting this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurocurrency Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or the L/C Issuer or other RecipientIssuer, the Borrower Company will pay (or cause the applicable Designated Borrower to pay) to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Credit Agreement (Monster Worldwide, Inc.), Credit Agreement (Monster Worldwide, Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Eurodollar Rate) or any the L/C Issuer; or;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.1 and (B) any change in the rate of any Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitments, Tax payable by such Lender or other obligations, or its deposits, reserves, other liabilities or capital attributable theretothe L/C Issuer); or
(iii) impose on any Lender or any the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or the L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Credit Agreement (Quidel Corp /De/), Credit Agreement (Quidel Corp /De/)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge deposit or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected in the Eurocurrency Libor Rate) or any the L/C Issuer; or
(ii) impose on any Lender or the L/C Issuer or the London interbank market any other condition affecting this Agreement or Libor Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes and (C) Other Taxes) in respect of on its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Libor Loan (or of maintaining its obligation to make any such Loan, ) or to increase the cost to such Lender, such Lender or the L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) thenotherwise), upon request of such Lender, such L/C Issuer or other Recipient, then the applicable Borrower will pay to such Lender, such Lender or the L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such the L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
(iv) If any Lender or the L/C Issuer determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy and liquidity, and provided such Change in Law has or would have a similar effect on Lender as a consequence of other similarly situated credits of Lender), then from time to time the applicable Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.
(v) A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 3.04 shall be delivered to the Company and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.
(vi) Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation; provided that the applicable Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
Appears in 2 contracts
Samples: Credit Agreement (Allied Motion Technologies Inc), Credit Agreement (Allied Motion Technologies Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in or the Eurocurrency Rate) or any L/C Issuer; orIssuing Lender;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Income Taxes) in with respect of to its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender, any Issuing Lender or any L/C Issuer the relevant market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer the Issuing Lender or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer the Issuing Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such L/C Issuer the Issuing Lender or other Recipient, the Borrower will pay to such Lender, such L/C Issuer the Issuing Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer the Issuing Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered; provided that upon the occurrence of any Change in Law imposing a reserve percentage on any interest rate based on SOFR, the Administrative Agent, in its reasonable discretion, may modify the calculation of each such SOFR-based interest rate to add (or otherwise account for) such reserve percentage.
Appears in 2 contracts
Samples: Credit Agreement (Peabody Energy Corp), Credit Agreement (Peabody Energy Corp)
Increased Costs Generally. If any Change in Law shall:
(ia) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency RateEurodollar Reserve Requirement) or any L/C Issuer; or;
(iib) subject any Recipient to any Taxes (other than (Ai) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes” and (Biii) Excluded Taxes and (C) Other Connection Income Taxes) in respect of on its loans, letters of credit, commitmentsCredit Extensions or Commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iiic) impose on any Lender Recipient or any L/C Issuer the London interbank market any other condition, cost or expense affecting this Agreement (other than Taxes) affecting this Agreement or Loans made by such Lender ), any Loan or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such L/C Issuer or other Recipient, the Borrower will pay to such Lender, such L/C Issuer or other Recipient, as the case may be, Recipient such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipient, as the case may be, Recipient for such additional costs incurred or reduction suffered. A certificate of such Recipient delivered to the Borrower (with a copy to the Administrative Agent) as to such additional amount or amounts that are necessary to compensate such Recipient as aforesaid shall, absent manifest error, be conclusive and binding on the Borrower and shall be payable within 10 days after receipt thereof by the Borrower. Failure or delay on the part of any Recipient to demand compensation pursuant to this Section shall not constitute a waiver of such Recipient’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Recipient pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Recipient notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Recipient’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).
Appears in 2 contracts
Samples: Credit Agreement (Wayfair Inc.), Credit Agreement (Wayfair Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Ratecontemplated by Section 3.4(e)) or any L/C Issuer; or;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit, any Eurodollar Rate Loan or Pre-Funded L/C Deposit made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.1 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender or its deposits, reserves, other liabilities or capital attributable theretosuch L/C Issuer); or
(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement Agreement, Eurodollar Rate Loans or Loans Pre-Funded L/C Deposit made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Eurodollar Rate Loan or Pre-Funded L/C Deposit (or of maintaining its obligation to make any such LoanLoan or Pre-Funded L/C Deposit), or to increase the cost to such Lender, Lender or such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Reliant Energy Inc), Credit and Guaranty Agreement (Reliant Energy Inc)
Increased Costs Generally. If any Change in Law shall:
(ia) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender Party (except any reserve requirement reflected in the Eurocurrency RateEurodollar Reserve Requirement);
(b) subject any Lender Party to any Tax with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any L/C IssuerEurodollar Rate Loan made by it; or
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iiic) impose on any Lender Party or any L/C Issuer the London interbank market any other condition, cost or expense affecting this Agreement (other than Taxes) affecting this Agreement or Loans made by such Lender ), any Eurodollar Rate Loan or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient Party of making, converting to, continuing or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Issuer or such other Recipient Lender Party of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such L/C Issuer or other RecipientLender Party, the Borrower Borrowers will pay to such Lender, such L/C Issuer or other Recipient, as the case may be, Lender Party such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipient, as the case may be, Party for such additional costs incurred or reduction suffered. A certificate of such Lender Party delivered to AMRC (with a copy to the Administrative Agent) as to such additional amounts that are necessary to compensate such Lender Party as aforesaid shall, absent manifest error, be conclusive and binding on the Borrowers and shall be payable within 10 days after receipt thereof by the Borrowers. Failure or delay on the part of any Lender Party to demand compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to demand such compensation; provided that the Borrowers shall not be required to compensate any Lender Party pursuant to this Section (i) for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender Party notifies AMRC of the Change in Law giving rise to such increased costs or reductions and of such Lender Party’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof) or (ii) for Indemnified Taxes or Other Taxes, or for the imposition of, or any change in the rate of any Taxes described in clauses (b), (c) or (d) of the definition of Excluded Taxes or Connection Income Taxes.
Appears in 2 contracts
Samples: Credit Agreement (Applied Medical Corp), Credit Agreement (Applied Medical Corp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets ofheld by, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rateor its Lending Office) or any L/C Issuer; or;
(ii) subject any Recipient Lender (or its Lending Office) or L/C Issuer to any Taxes Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Participation Interest in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) any Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or);
(iii) impose on any Lender (or any its Lending Office) or L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation L/C Participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender (or such other Recipient its Lending Office) of making, converting to, continuing making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or any L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or L/C Issuer or other Recipientby delivery of a certificate pursuant to subsection (c) of this Section 3.04, the Borrower Borrowers will pay to such Lender, such Lender or L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered. Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all requests, rules, guidelines and directives promulgated thereunder, are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted or adopted.
Appears in 2 contracts
Samples: Credit Agreement (Dominion Textile (Usa), L.L.C.), Credit Agreement (Dominion Textile (Usa), L.L.C.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in or the Eurocurrency Rate) or any L/C Issuer; orIssuing Lender;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Income Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the Issuing Lender or any L/C Issuer applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement Agreement, Term SOFR Loans made by such Lender or Alternative Currency Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Issuer Lender or such other Recipient the Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer Lender or other Recipient the Issuing Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the Issuing Lender, such L/C Issuer or other Recipient, the Borrower will pay to such Lender or the Issuing Lender, such L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other Recipientthe Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered; provided that (x) such Lender shall be generally seeking comparable compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender has the right under such similar credit facilities to do so) with respect to such Change in Law regarding such increased cost or reduction and (y) that such additional amounts shall not be duplicative of any amounts to the extent otherwise paid by the Borrower under any other provisions of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Reliance, Inc.), Credit Agreement (Reliance Steel & Aluminum Co)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency RateRate contemplated by Section 3.04(e)) or any L/C Issuer; Issuer; or
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than (A) Indemnified Taxes or Other Taxes that are indemnified under Section 3.01 and (B) any Excluded Taxes) affecting this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein; therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting to, continuing to or maintaining any Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, Lender or such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction sufferedsuffered; provided that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different Eurocurrency Rate lending office if the making of such designation would allow the Lender or its Eurocurrency Rate lending office to continue to perform its obligation to make Eurocurrency Rate Loans or to continue to fund or maintain Eurocurrency Rate Loans and avoid the need for, or reduce the amount of, such increased cost.
Appears in 1 contract
Samples: Credit Agreement
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Ratecontemplated by Section 3.04(e)) or any L/C Issuer; or;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes and (C) Other Taxes) in tax of any kind whatsoever with respect of to its loans, loan principal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, reserves or other liabilities attributable thereto (except for Indemnified Taxes or capital attributable theretoOther Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or L/C Issuer); or
(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or SOFR Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting to, continuing to or maintaining any SOFR Rate Loan (or of maintaining its obligation to make any such Committed Loan), or to increase the cost to such Lender, Lender or such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency LIBO Rate) or any L/C LC Issuer; or;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Income Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any L/C LC Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit Facility LC or participation therein; and the result of any of the foregoing shall be to increase the cost to the Administrative Agent or such Lender or such other Recipient of making, converting to, continuing making or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lenderthe Administrative Agent, such L/C Issuer Lender or such other Recipient LC Issuer of participating in, issuing or maintaining any Letter of Credit Facility LC (or of maintaining its obligation to participate in or to issue any Letter of CreditFacility LC), or to reduce the amount of any sum received or receivable by such Lenderthe Administrative Agent, such L/C Lender or such LC Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lenderthe Administrative Agent, such L/C Issuer Lender or other Recipientsuch LC Issuer, the Borrower will pay to such Lenderthe Administrative Agent, such L/C Issuer Lender or other Recipientsuch LC Issuer, as the case may be, such additional amount or amounts as will compensate the Administrative Agent, such Lender or such L/C Issuer or other RecipientLC Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Samples: Five Year Revolving Credit Facility Agreement (Sara Lee Corp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time any reserve imposed by the Board of Governors of the Federal Reserve Board for determining the maximum reserve requirement (including System, or any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)successor thereto), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except with respect to the applicable Reserve Percentage with respect to any reserve requirement reflected in the Eurocurrency RateEurodollar Loans) or any L/C Issuer; or;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Income Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such L/C Issuer or other Recipient, the Borrower Borrowers will pay to such Lender, such L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or Lender, such L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Ratecontemplated by Section 3.04(e)) or any L/C Issuer; or
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes Taxes, and (C) Other Connection Income Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; oror
(iii) impose on any Lender or any L/C Issuer or any applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar RateTerm SOFR Loans, LIBOR Daily Floating RateSOFR Loans or Alternative Currency Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting toconverting, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, Lender or such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower Company will pay (or cause the applicable Designated Borrower to pay) to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered; provided, however, that such Lender’s or such L/C Issuer’s determination of any such amounts assessed against the Company shall be consistent with the determination of amounts assessed against other (but not necessarily all) borrowers that are similarly situated to the Company after consideration of such factors as such Lender then reasonably determines to be relevant; provided that in no event shall any Lender be required to disclose information of other borrowers.
Appears in 1 contract
Samples: Credit Agreement (Ares Real Estate Income Trust Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any L/C Issuer; orLender;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes (other than (A) Indemnified Taxes and Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Other Connection Income Taxes) in respect of on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or any an L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation thereinLender; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient L/C Issuer of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, Lender or such L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Lender or such L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, Lender or such L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, Lender or such L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Samples: Credit Agreement (Tri-State Generation & Transmission Association, Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any L/C Issuer; orParticipating Lender;
(ii) subject any Recipient Participating Lender to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Participating Lender in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 2.05 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, or its deposits, reserves, other liabilities or capital attributable theretoany Excluded Tax payable by such Participating Lender); or
(iii) impose on any Participating Lender or any L/C Issuer the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Participating Lender or such other Recipient of making, converting to, continuing making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such L/C Issuer or such other Recipient Participating Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such L/C Issuer or other Recipient Participating Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Participating Lender, such L/C Issuer or other Recipient, the Borrower Borrowers will pay to such Participating Lender, such L/C Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientParticipating Lender, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Silicon Graphics Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Ratecontemplated by Section 3.04(e)) or any L/C Issuer; or;
(ii) subject any Recipient Lender, Swing Line Lender or L/C Issuer to any Taxes tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender, Swing Line Lender or L/C Issuer in respect thereof (other than (A) except for Indemnified Taxes or Other Taxes covered by Section 3.01 and (B) Excluded Taxes and (C) Other Taxes) in respect of its loans, letters of credit, commitmentsthe imposition of, or other obligationsany change in the rate of, any Excluded Tax payable by such Lender, Swing Line Lender or its deposits, reserves, other liabilities or capital attributable theretoL/C Issuer); or
(iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Lender or L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Lender or L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Lender or L/C Issuer or other RecipientIssuer, the Borrower will pay to such Lender, such Lender or L/C Issuer or other RecipientIssuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or other RecipientIssuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
