Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any 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 the L/C Issuer; (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 and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense 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 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 or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 7 contracts
Sources: Credit Agreement (Telephone & Data Systems Inc /De/), Credit Agreement (United States Cellular Corp), Credit Agreement (Telephone & Data Systems Inc /De/)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, liquidity, 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)reflected in the Adjusted LIBO Rate) or the L/C LC Issuer;
(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 and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the L/C LC Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing or maintaining any Eurodollar LIBO Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C LC Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)LC Issuer, the Borrower Borrowers will pay to such Lender or the L/C LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C LC Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 7 contracts
Sources: Credit Agreement (Barnes & Noble Education, Inc.), Credit Agreement (Barnes & Noble Education, Inc.), Credit Agreement (Barnes & Noble Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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)reflected in the LIBOR Rate) or the any L/C Issuer;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes (other than (A) Indemnified TaxesTax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any LIBOR Rate Loan made by it, or other obligations, change the basis of taxation of payments to such Lender or its deposits, reserves, other liabilities such L/C Issuer in respect thereof (except for Indemnified Taxes or capital attributable theretoOther Taxes indemnifiable under Section 3.01 or any Excluded Tax); or
(iii) impose on any Lender or the any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, continuing, converting to, continuing or maintaining any Eurodollar LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such L/C 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 or the each L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy delivery of such demand to the Administrative Agent given in accordance with certificate contemplated by Section 3.063.04(c), the Borrower Borrowers 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 7 contracts
Sources: Asset Based Revolving Credit Agreement (Nextier Oilfield Solutions Inc.), Asset Based Revolving Credit Agreement (King Merger Sub II LLC), Asset Based Revolving Credit Agreement (Albertsons Companies, Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 the L/C C-BA Issuer;
(ii) subject any Recipient Lender or the L/C-BA Issuer to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any Bankers’ Acceptance, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or Bankers’ Acceptance or any Eurodollar Rate Loan made by it, or other obligationschange the basis of taxation of payments to such Lender or the L/C-BA Issuer in respect thereof (in each case, except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or its depositsany change in the rate of, reserves, other liabilities any Excluded Tax payable by such Lender or capital attributable theretothe L/C-BA Issuer); or
(iii) impose on any Lender or the L/C C-BA Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or Bankers’ Acceptance, or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C C-BA Issuer 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 or the L/C C-BA Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender C-BA Issuer, the Borrowers will, subject to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.063.04(c), the Borrower will pay to such Lender or the L/C C-BA Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C C-BA Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 6 contracts
Sources: Credit Agreement (World Fuel Services Corp), Credit Agreement (World Fuel Services Corp), Credit Agreement (World Fuel Services Corp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(ereflected in the LIBOR Rate)) or the L/C Issuer;
(ii) subject any Recipient Lender to any tax of any kind whatsoever with respect to this Agreement, any Japanese Yen Loan, any Letter of Credit, any participation in a Japanese Yen Loan or a Letter of Credit or any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 4.13 and the imposition of, or any change in the rate of any Excluded Tax or any UK Tax Deduction or German Tax Deduction excluded from gross-up by clause (other than i) or (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (dii) of the definition of Excluded Taxes and (CSection 4.13(a) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretopayable by such Lender); or
(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement Agreement, LIBOR Rate Loans or Eurodollar Rate Japanese Yen Loans made by such Lender or any Letter of Credit Credit, or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing into or maintaining any Eurodollar LIBOR Rate Loan or any Japanese Yen Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Japanese Yen Loan or Letter of Credit (or of maintaining its obligation to participate in any Japanese Yen Loan or to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon written request of such Lender, the Company shall promptly pay (or cause the applicable Designated Borrower to pay) to any such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 6 contracts
Sources: Five Year Revolving Credit Agreement (BlackRock Inc.), Five Year Revolving Credit Agreement (BlackRock Inc.), Five Year Revolving Credit Agreement (BlackRock Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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(e3.04(d)) or the any L/C Issuer;
(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 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 except for (Ai) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes indemnifiable under Section 3.01 and (Cii) Connection Income Excluded Taxes) 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 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 of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the 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 or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered, to the extent such compensation is sought from similarly situated Borrower.
Appears in 6 contracts
Sources: Credit Agreement (Entercom Communications Corp), Credit Agreement (CBS Corp), Credit Agreement (CBS Radio Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)reflected in the Eurocurrency Rate and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(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 Indemnified Taxes or Other 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 the L/C Issuer);
(other than (Aiii) Indemnified Taxes, (B) Taxes described result in clauses (b) through (d) the failure of the definition Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of Excluded Taxes and (C) Connection Income Taxes) on complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or
(iiiiv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 5 contracts
Sources: Credit Agreement (Aegion Corp), Credit Agreement (Insituform Technologies Inc), Credit Agreement (Insituform Technologies Inc)
Increased Costs Generally. If any Change in Law shall:
(ia) impose, modify or deem applicable any 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 the L/C IssuerLender;
(iib) subject any Recipient Lender to any Taxes 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 (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of except for Non-Excluded Taxes or Other Taxes covered by Section 3.01 and (C) Connection Income any Excluded Taxes) 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 the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 Issuing Bank of making, converting to, continuing making or maintaining any Eurodollar Loan or issuing or maintaining any Letter of Credit the interest on which is determined by reference to the LIBO Rate Loan (or of maintaining its obligation to make any such Loan), Loan or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder Issuing Bank (whether of principal, interest or any other amount) then, from time to time within fifteen (15) days after demand by such Lender or the L/C Issuer Issuing Bank setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06Agent), the Borrower will pay to such Lender or the L/C Issuer, as the case may be, Issuing Bank such additional amount or amounts as will compensate such Lender or the L/C Issuer, 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
Sources: 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, 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 contemplated by Section 3.04(e)) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(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 Indemnified Taxes or Other 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 the L/C Issuer);
(other than (Aiii) Indemnified Taxes, (B) Taxes described result in clauses (b) through (d) the failure of the definition Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of Excluded Taxes and (C) Connection Income Taxes) on complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or
(iiiiv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Company will pay (or cause the applicable Designated Borrower to 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 5 contracts
Sources: Credit Agreement (Tibco Software Inc), Revolving Credit Agreement (Kaman Corp), Revolving Credit Agreement (Kaman Corp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 the any L/C Issuer;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clause (a) of the definition of Excluded Taxes to the extent resulting from changes in tax rates, and Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and or (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the any L/C Issuer or the London interbank market any other condition, cost or expense 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 of making, continuing, converting to, continuing to or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 4 contracts
Sources: Credit Agreement (ONE Gas, Inc.), Credit Agreement (ONE Gas, Inc.), Credit Agreement (Oneok Inc /New/)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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(e3.04(d)) or the any L/C Issuer;
(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 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 except for (Ai) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes indemnifiable under Section 3.01 and (Cii) Connection Income Excluded Taxes) 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 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 of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the 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 or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Borrowers will pay pay, on a joint and several basis, to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered, to the extent such compensation is sought from similarly situated borrowers.
Appears in 4 contracts
Sources: Credit Agreement (OUTFRONT Media Inc.), Credit Agreement (OUTFRONT Media Inc.), Credit Agreement (Outfront Media Minnesota LLC)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 the any L/C Issuer;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes (other than (A) Indemnified TaxesTax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Eurodollar Rate Loan made by it, or other obligations, change the basis of taxation of payments to such Lender or its deposits, reserves, other liabilities such L/C Issuer in respect thereof (except for Indemnified Taxes or capital attributable theretoOther Taxes covered by Section 3.01 and Excluded Taxes); or
(iii) impose on any Lender or the 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 of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Borrowers will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, 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
Sources: 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, 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 the any L/C Issuer;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (de) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the any L/C Issuer or the London applicable interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 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 or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand upon request of such Lender or such L/C Issuer, in each case in an amount deemed by such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)be material, the Borrower will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to this Section 3.04(a) for any additional amounts incurred more than nine (9) months prior to the date that such Lender or the L/C Issuer notifies the Borrower of the Change in Law giving rise to such additional amounts and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor; provided that, if the Change in Law giving rise to such additional amounts is retroactive, then such nine-month period referred to above shall be extended to include the period of retroactive effect thereof.
Appears in 3 contracts
Sources: Credit Agreement (Ii-Vi Inc), Credit Agreement (Ii-Vi Inc), Credit Agreement (Ii-Vi Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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)reflected in the LIBOR Rate) or the L/C Issuer;
(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 and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar 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 of making, converting to, continuing or maintaining any Eurodollar LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder , other than an increase related to Taxes, which are governed exclusively by Section 3.01 hereof (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy delivery of such demand to the Administrative Agent given in accordance with certificate contemplated by Section 3.063.04(c), the Borrower Loan Parties 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 3 contracts
Sources: 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, 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 contemplated by Section 3.04(e)) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(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 Indemnified Taxes or Other 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 the L/C Issuer);
(other than (Aiii) Indemnified Taxes, (B) Taxes described result in clauses (b) through (d) the failure of the definition Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of Excluded Taxes and (C) Connection Income Taxes) on complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or
(iiiiv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 3 contracts
Sources: Credit Agreement (Capella Education Co), Credit Agreement (Bright Horizons Family Solutions Inc), Credit Agreement (Northwest Pipe Co)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)reflected in the definition of “Eurocurrency Rate” and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the any L/C Issuer;
(ii) subject any Recipient Lender or any 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 such L/C Issuer in respect thereof (except for Indemnified Taxes or Other 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 such L/C Issuer);
(other than (Aiii) Indemnified Taxesthe Mandatory Cost, (B) Taxes described in clauses (b) through (d) as calculated hereunder, does not represent the cost to any Lender of complying with the requirements of the definition Bank of Excluded Taxes and (C) Connection Income Taxes) on England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or
(iiiiv) impose on any Lender or the any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Company will pay (or cause the applicable Borrower to pay) to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 3 contracts
Sources: Third Amendment Agreement (Pulse Electronics Corp), Second Amendment Agreement (Pulse Electronics Corp), Credit Agreement (Technitrol Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)reflected in the Eurocurrency Rate and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(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 Indemnified Taxes or Other 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 the L/C Issuer);
(other than (Aiii) Indemnified Taxes, (B) Taxes described result in clauses (b) through (d) the failure of the definition Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of Excluded Taxes and (C) Connection Income Taxes) on complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or
(iiiiv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Loan the interest on which is determined by reference to the Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Borrowers 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 3 contracts
Sources: Credit Agreement (Core Laboratories N V), Credit Agreement (Core Laboratories N V), Credit Agreement (Core Laboratories N V)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 the any L/C Issuer;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (df) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the any L/C Issuer or the London applicable interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing or maintaining any Eurodollar Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 3 contracts
Sources: Credit Agreement (Stericycle Inc), Credit Agreement (Stericycle Inc), Credit Agreement (Stericycle Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(ereflected in the Eurocurrency Rate, Adjusted Daily Simple ▇▇▇▇▇ or Term SOFR, other than as set forth below)) or the L/C Issuer;
(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, ▇▇▇▇▇ 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, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, 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 the any L/C Issuer or the London interbank market market, or other applicable market, any other condition, cost or expense affecting this Agreement Agreement, Eurocurrency Rate Loans, ▇▇▇▇▇ Loans or Eurodollar Rate 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 of making, converting to, continuing making or maintaining any Eurodollar Rate Loan the interest on which is determined by reference to the Eurocurrency Rate, Adjusted Daily Simple ▇▇▇▇▇ or Term SOFR, as applicable (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 3 contracts
Sources: 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 Except to the extend addressed by Section 3.01, if any Change in Law shall:
(i) impose, modify or deem applicable any 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)reflected in the LIBOR Rate) or the L/C Issuer;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any LIBOR Rate Loan or BA Equivalent Loan made by it, or other obligations, change the basis of taxation of payments to such Lender or its deposits, reserves, other liabilities or capital attributable theretothe L/C Issuer in respect thereof; or
(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar 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 or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower applicable Loan Parties 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 3 contracts
Sources: 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, 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(e3.04(d)) or the any L/C Issuer;
(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 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 except for (Ai) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes indemnifiable under Section 3.01 and (Cii) Connection Income Excluded Taxes) 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 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 of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the 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 or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered, to the extent such compensation is sought from similarly situated borrowers.
Appears in 2 contracts
Sources: Credit Agreement (Halyard Health, Inc.), Credit Agreement (Halyard Health, Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)reflected in the Eurocurrency Rate and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the either L/C Issuer;
(ii) subject any Recipient Lender or either 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 or BBSY Loan made by it, or change the basis of taxation of payments to such Lender or L/C Issuer in respect thereof (except for Indemnified Taxes or Other 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);
(other than (Aiii) Indemnified Taxes, (B) Taxes described result in clauses (b) through (d) the failure of the definition Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of Excluded Taxes and (C) Connection Income Taxes) on complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or
(iiiiv) impose on any Lender or the either L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Eurocurrency Rate Loan or BBSY Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Company will pay (or cause the applicable Designated Borrower to 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: Credit Agreement (MULTI COLOR Corp), Credit Agreement (Multi Color Corp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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)reflected in the LIBO Rate) or the any L/C Issuer;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes (other than (A) Indemnified TaxesTax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any LIBO Rate Loan made by it, or other obligations, change the basis of taxation of payments to such Lender or its deposits, reserves, other liabilities such L/C Issuer in respect thereof (except for Indemnified Taxes or capital attributable theretoOther Taxes indemnifiable under Section 3.01 or any Excluded Tax); or
(iii) impose on any Lender or the any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, continuing, converting to, continuing or maintaining any Eurodollar LIBO Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such L/C 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 or the each L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy delivery of such demand to the Administrative Agent given in accordance with certificate contemplated by Section 3.063.04(c), the Borrower Borrowers 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: Asset Based Revolving Credit Agreement (Albertsons Companies, Inc.), Asset Based Revolving Credit Agreement (Albertsons Companies, Inc.)
Increased Costs Generally. If any Change in Law shall:
: (i) impose, modify or deem applicable any 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)reflected in the LIBOR Rate) or the L/C Issuer;
; (ii) subject any Recipient Lender or the L/C Issuer to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any LIBOR Loan made by it, or other obligationschange the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.1 and the imposition of, or its depositsany change in the rate of, reserves, other liabilities any Excluded Tax payable by such Lender or capital attributable theretothe L/C Issuer); or
or (iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate 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 of making, converting to, continuing making or maintaining any Eurodollar Rate LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary informationIssuer, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Essex Portfolio Lp), Revolving Credit Agreement (Essex Portfolio Lp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 Revolving Credit Lender (or its Lending Office) (except any reserve requirement contemplated by Section 3.04(e)which is reflected in the determination of the Adjusted Eurodollar Rate hereunder) or the any L/C Issuer;
(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 and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Revolving Credit Lender (or the its Lending Office) or L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans or BA Rate Loans made by such Revolving Credit 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 Revolving Credit Lender (or its Lending Office) 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 Revolving Credit Loan), or to increase the cost to such Revolving Credit Lender or the any L/C 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 Revolving Credit Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Revolving Credit Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower will Borrowers will, jointly and severally, pay to such Revolving Credit Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Revolving Credit Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: Credit Agreement (Masonite International Corp), Credit Agreement (Masonite International Corp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)reflected in the Eurocurrency Rate and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(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 Indemnified Taxes or Other 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 the L/C Issuer);
(other than (Aiii) Indemnified Taxes, (B) Taxes described result in clauses (b) through (d) the failure of the definition Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of Excluded Taxes and (C) Connection Income Taxes) on complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or
(iiiiv) impose on any Lender or the any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: Credit Agreement (Knoll Inc), Credit Agreement (Knoll Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Eurocurrency Rate Loan made by it, or other obligationschange the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or its depositsany change in the rate of, reserves, other liabilities any Excluded Tax payable by such Lender or capital attributable theretothe L/C Issuer); or
(iii) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurocurrency Rate Loans; or
(iv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Company or the applicable Borrower will shall 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: 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, 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 contemplated by Section 3.04(e)) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(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 Indemnified Taxes or Other 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 the L/C Issuer);
(other than (Aiii) Indemnified Taxes, (B) Taxes described result in clauses (b) through (d) the failure of the definition Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of Excluded Taxes and (C) Connection Income Taxes) on complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or
(iiiiv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Loan the interest on which is determined by reference to the Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Company will pay (or cause the applicable Designated Borrower to 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: Credit Agreement (Wright Express CORP), Credit Agreement (Watts Water Technologies Inc)
Increased Costs Generally. If Except to the extent addressed by Section 3.01, if any Change in Law shall:
(i) impose, modify or deem applicable any 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)reflected in the LIBOR Rate) or the L/C Issuer;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any LIBOR Rate Loan or BA Equivalent Loan made by it, or other obligations, change the basis of taxation of payments to such Lender or its deposits, reserves, other liabilities or capital attributable theretothe L/C Issuer in respect thereof; or
(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar 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 or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower applicable Loan Parties 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: Credit Agreement (Rh), Credit Agreement (Rh)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)) hereof) or the any L/C Issuer;
(ii) subject any Recipient Lender (or its Lending Office) or L/C Issuer to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any Participation Interest in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Eurodollar Rate Loan made by it, or other obligationschange the basis of taxation of payments to such Lender or L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or its depositsany change in the rate of, reserves, other liabilities any Excluded Tax payable by such Lender or capital attributable thereto; orL/C Issuer);
(iii) impose on any Lender (or the its Lending Office) or L/C Issuer or the London interbank market any other condition, cost or expense 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 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 or the any L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs by delivery of a certificate pursuant to subsection (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy c) of such demand to the Administrative Agent given in accordance with this Section 3.06)3.04, the Borrower Borrowers 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: 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, 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 the L/C Issuer;
(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 and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense 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 of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: 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, 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 contemplated by Section 3.04(e)) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the applicable L/C Issuer;
(ii) subject any Recipient Lender or any 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 such L/C Issuer in respect thereof (except for Indemnified Taxes or Other 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 such L/C Issuer);
(other than (Aiii) Indemnified Taxes, (B) Taxes described result in clauses (b) through (d) the failure of the definition Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of Excluded Taxes and (C) Connection Income Taxes) on complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or
(iiiiv) impose on any Lender or the any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Loan the interest on which is determined by reference to the Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the any L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Company will pay (or cause the applicable Borrower to pay) to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: Credit Agreement (Mohawk Industries Inc), Credit Agreement (Mohawk Industries Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(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 Indemnified Taxes or Other 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 the L/C Issuer);
(other than (Aiii) Indemnified Taxes, (B) Taxes described result in clauses (b) through (d) the failure of the definition Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of Excluded Taxes and (C) Connection Income Taxes) on complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or
(iiiiv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Loan, the interest on which is determined by reference to the Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Borrowers 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: Credit Agreement (Amerigon Inc), Credit Agreement (Amerigon Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 the any L/C Issuer;
(ii) subject any Recipient Lender or any 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 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 (except for Indemnified Taxes or Other Taxes covered by Section 3.01 (other than (A) Indemnified Taxesfor the avoidance of doubt, (B) Taxes described in clauses (b) through (d) no duplication of the definition of Excluded Borrower’s obligation under Section 3.01 with respect to Indemnified Taxes or Other Taxes is intended under this clause (ii)) and (C) Connection Income Taxes) on its loans, loan principal, 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 the such L/C Issuer or the London interbank market any other condition, cost or expense 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 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 or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: Credit Agreement (Targa Resources Corp.), Credit Agreement (Targa Resources Investments Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank to the extent reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(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 Indemnified Taxes or Other 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 the L/C Issuer);
(other than (Aiii) Indemnified Taxes, (B) Taxes described result in clauses (b) through (d) the failure of the definition Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of Excluded Taxes and (C) Connection Income Taxes) on complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or
(iiiiv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: Credit Agreement (Hcp, Inc.), Credit Agreement (Health Care Property Investors Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 Fixed LIBOR Rate or contemplated by Section 3.04(e) hereof)) or the L/C Issuer;
(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 and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Credit Agreement or Eurodollar Fixed 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 other Recipient of making, converting to, continuing or maintaining any Eurodollar Loan, the interest on which is determined by reference to the Fixed LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Lender, L/C Issuer or 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 or the Lender, L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the Lender, L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)other Recipient, the applicable Borrower will pay pay, or cause to be paid, to such Lender or the Lender, L/C IssuerIssuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or the Lender, L/C IssuerIssuer or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: Credit Agreement (Fresenius Medical Care AG & Co. KGaA), Amendment No. 2 (Fresenius Medical Care AG & Co. KGaA)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 the any L/C Issuer;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) tax of the definition of Excluded Taxes and (C) Connection Income Taxes) on any kind whatsoever with respect 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 the any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, continuing, converting to, continuing to or maintaining any Eurodollar SOFR Rate Loan (or of maintaining its obligation to make any such Committed Loan), or to increase the cost to such Lender or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: Credit Agreement (Amplify Energy Corp.), Credit Agreement (Amplify Energy Corp.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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)reflected in the Eurodollar Rate) or the L/C Issuer;
(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, (By) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes Taxes, and (Cz) Other Connection Income Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) 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 L/C Issuer or the London interbank market any other condition, cost or expense 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 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 or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: 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, 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 the any L/C Issuer;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (de) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the any L/C Issuer or the London applicable interbank market any other condition, cost or expense affecting this Agreement Agreement, Term SOFR Loans or Eurodollar Rate 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 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 or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand upon request of such Lender or such L/C Issuer, in each case in an amount deemed by such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)be material, the Borrower Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered, provided that the Borrowers shall not be required to compensate a Lender or an L/C Issuer pursuant to this Section 3.04(a) for any additional amounts incurred more than ninety (90) days prior to the date that such Lender or such L/C Issuer notifies the Borrowers of the Change in Law giving rise to such additional amounts and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor; provided that, if the Change in Law giving rise to such additional amounts is retroactive, then such 90-day period referred to above shall be extended to include the period of retroactive effect thereof.
Appears in 2 contracts
Sources: Credit Agreement (Celestica Inc), Credit Agreement (Celestica Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Eurodollar Rate Loan made by it, or other obligationschange the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or its depositsany change in the rate of, reserves, other liabilities any Excluded Tax payable by such Lender or capital attributable theretothe L/C Issuer); or
(iii) cause the Mandatory Cost, as calculated hereunder, to no longer represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurodollar Rate Loans denominated in Alternative Currencies; or
(iv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense 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 (in the case of clause (iii) above, solely with respect to Revolving Credit Loans made in Alternative Currencies) shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such LoanLoan in an Applicable Currency), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the U.S. Borrower will pay (or cause the applicable Designated Foreign Subsidiary Borrower to 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, 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 2 contracts
Sources: Credit Agreement (Appleton Papers Inc/Wi), Credit Agreement (Paperweight Development Corp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)to the extent reflected in the Eurocurrency Rate and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(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 Indemnified Taxes or Other 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 the L/C Issuer);
(other than (Aiii) Indemnified Taxes, (B) Taxes described result in clauses (b) through (d) the failure of the definition Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of Excluded Taxes and (C) Connection Income Taxes) on complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or
(iiiiv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Loan the interest on which is determined by reference to the Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Company will pay (or cause the applicable Designated Borrower to 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: Credit Agreement (Host Hotels & Resorts, Inc.), Credit Agreement (Host Hotels & Resorts, Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)reflected in the Eurocurrency Rate and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(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 Indemnified Taxes or Other 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 the L/C Issuer);
(other than (Aiii) Indemnified Taxes, (B) Taxes described result in clauses (b) through (d) the failure of the definition Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of Excluded Taxes and (C) Connection Income Taxes) on complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or
(iiiiv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Borrowers 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, as the case may be, for such additional costs incurred or reduction suffered; provided that the European Borrower’s obligation to pay such amounts shall be limited to amounts relating to the European Obligations and allocable to the European Borrower Loans and European Letters of Credit .
Appears in 2 contracts
Sources: Credit Agreement (Imation Corp), Credit Agreement (Imation Corp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the any L/C Issuer;
(ii) subject any Recipient Lender or any 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 such L/C Issuer in respect thereof (except for Indemnified Taxes or Other 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 such L/C Issuer);
(other than (Aiii) Indemnified Taxescause the Mandatory Cost, (B) Taxes described in clauses (b) through (d) as calculated hereunder, to no longer represent the cost to any Lender of complying with the requirements of the definition Bank of Excluded Taxes and (C) Connection Income Taxes) on England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans denominated in Alternative Currencies; or
(iiiiv) impose on any Lender or the any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the applicable Borrower will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: Credit Agreement (GFI Group Inc.), Credit Agreement (GFI Group Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)reflected in the Adjusted Eurodollar Rate) or the L/C Issuer;
(ii) subject any Recipient Lender or L/C Issuer to any 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 (other than (A) except, in each case, for Indemnified Taxes, (B) any Taxes described in clauses (b) through (de) of the definition of “Excluded Taxes Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or
(iii) impose on any Lender or 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 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 or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the 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, 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
Sources: 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, 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 or any reserve requirement contemplated by Section 3.04(e)) or the L/C Issuer;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Non-Excluded Taxes or Other Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement Agreement, Term SOFR Loans or Eurodollar SOFR Daily 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 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 or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen (15) days after demand therefor by such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)costs, the Borrower Loan Parties 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: Credit Agreement (Vince Holding Corp.), Credit Agreement (Vince Holding Corp.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth in Section 3.04(e)) or the any L/C Issuer;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified TaxesTax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Eurocurrency Rate Loan or CDOR Rate Loan made by it, or other obligationschange the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (except for Indemnified Taxes covered by Section 3.01 and the imposition of, or its depositsany change in the rate of, reserves, other liabilities any Excluded Tax payable by such Lender or capital attributable thereto; orsuch L/C Issuer);
(iii) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any US Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurocurrency Rate Loans;
(iv) impose on any US Lender or the any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation thereintherein which such Lender or L/C Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material; or
(v) impose on the Canadian Lender or the Canadian commercial banking market any other condition, cost or expense affecting this Agreement, any CDOR Rate Loan or any Canadian Letter of Credit which the Canadian Lender in good ▇▇▇▇▇ ▇▇▇▇▇ material; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Eurodollar Loan the interest on which is determined by reference to the Eurocurrency Rate Loan or the Canadian Lender CDOR Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such L/C 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 increase the cost to the Canadian Lender of issuing or maintaining any Canadian Letter of Credit (or of maintaining its obligation to issue any Canadian Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the US Borrower will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: Credit Agreement (Schnitzer Steel Industries Inc), Credit Agreement (Schnitzer Steel Industries Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 ), the Fronting L/C IssuerIssuer or the Several L/C Agent;
(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 and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or Lender, the Fronting L/C Issuer or the Several L/C Agent or the London interbank market any other condition, cost or expense (excluding any Tax described in the parenthetical contained in clause (ii) preceding) 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 of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or Lender, the Fronting L/C Issuer or the Several L/C Agent 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 increase the cost to such Lender of making or participating (or of maintaining its obligation to make or participate in any Swing Line Loan) or to reduce the amount of any sum received or receivable by such Lender or Lender, the Fronting L/C Issuer or the Several L/C Agent hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or Lender, the Fronting L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Several L/C Agent, the Borrower will pay to such Lender or Lender, the Fronting L/C IssuerIssuer or the Several L/C Agent, as the case may be, such additional amount or amounts as will compensate such Lender or Lender, the Fronting L/C IssuerIssuer or the Several L/C Agent, as the case may be, for such additional costs incurred or reduction suffered; provided that as to any Lender, the Fronting L/C Issuer or the Several L/C Agent seeking compensation under this Section 3.04(a), such Lender, the Fronting L/C Issuer or the Several L/C Agent shall only be so compensated to the extent such Lender, the Fronting L/C Issuer or the Several L/C Agent is then generally seeking such compensation from similarly situated customers under agreements relating to similar credit transactions that include provisions similar to this Section 3.04(a) and the definition of “Change in Law”.
Appears in 2 contracts
Sources: Revolving Credit Agreement (ING U.S., Inc.), Revolving Credit Agreement (ING U.S., Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 the L/C Issuer;
(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 and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement Agreement, Daily SOFR Rate Loans, Term SOFR Rate Loans or Eurodollar Rate Alternative Currency Tranche 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 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 or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary informationIssuer, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower Omega will pay (or cause the applicable Subsidiary Borrower to 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, 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, 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 contemplated by Section 3.04(e)) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Eurocurrency Rate Loan made by it, or other obligationschange the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or its depositsany change in the rate of, reserves, other liabilities any Excluded Tax payable by such Lender or capital attributable theretothe L/C Issuer); or
(iii) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurocurrency Rate Loans; or
(iv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Company or the applicable Designated Borrower will shall 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, 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, 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 the L/C IssuerLender;
(ii) subject any Recipient Lender to any Taxes (other than (A) Indemnified TaxesTax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Advance made by it, or other obligationschange the basis of taxation of payments to such Lender in respect thereof, except for Indemnified Taxes or Other Taxes covered by Section 3.2 and the imposition, or its depositsany change in the rate, reservesof any Excluded Tax payable by such Lender, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the L/C Issuer or the London any applicable interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate 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 of making, converting to, continuing making or maintaining any Eurodollar Rate Loan Advance (or of maintaining its obligation to make any such LoanAdvance), or to increase the cost to such Lender or the L/C Issuer 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 or the L/C Issuer Issuing Bank hereunder (whether of principal, interest or any other amount) then), within fifteen days after demand by then upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the 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, as the case may be, for such additional costs incurred or reduction suffered. Notwithstanding anything contained in this Agreement, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (ii) all requests, rules, regulations, guidelines or directives whether concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed a “Change in Law” regardless of the date enacted, adopted, applied or issued.
Appears in 1 contract
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)reflected in the Eurocurrency Rate and (B) the requirements of the Bank of England and the Financial Services Authority of the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(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 Indemnified Taxes or Other 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 the L/C Issuer);
(other than (Aiii) Indemnified Taxes, (B) Taxes described result in clauses (b) through (d) the failure of the definition Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of Excluded Taxes and (C) Connection Income Taxes) on complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or
(iiiiv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Credit Agreement (Intersil Corp/De)
Increased Costs Generally. If any Change in Law shall:
(i) : impose, modify or deem applicable any 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 the L/C Issuer;
(ii) ; subject any Recipient Lender or the L/C Issuer to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Eurodollar Rate Loan made by it, or other obligationschange the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or its depositsany change in the rate of, reserves, other liabilities any Excluded Tax payable by such Lender or capital attributable theretothe L/C Issuer); or
(iii) or impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense 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 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 or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the 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, 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, 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 the L/C Issuer;
(ii) subject any Recipient Lender or L/C Issuer to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Eurodollar Rate Loan made by it, or other obligationschange the basis of taxation of payments to such Lender or L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or its depositsany change in the rate of, reserves, other liabilities any Excluded Tax payable by such Lender or capital attributable theretoL/C Issuer); or
(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense 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 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 or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the 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, 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, 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)reflected in the LIBOR Rate) or the L/C IssuerIssuing Lender;
(ii) subject any Recipient Lender or the Issuing Lender to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of Credit or any Loan under the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsLIBOR Rate Option made by it, or other obligations, change the basis of taxation of payments to such Lender or its deposits, reserves, other liabilities the Issuing Lender in respect thereof (except for Indemnified Taxes or capital attributable theretoOther Taxes covered by Section 5.9 [Taxes] and Excluded Taxes); or
(iii) impose on any Lender, the Issuing Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar any Loan under the LIBOR Rate Loans 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 of making, converting to, continuing making or maintaining any Eurodollar Loan under the LIBOR Rate Loan Option (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer 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 or the L/C Issuer Issuing Lender hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuing Lender, the Borrower will pay to such Lender or the L/C IssuerIssuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C IssuerIssuing Lender, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Credit Agreement (Arch Coal Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 the Credit-Linked L/C Issuer;
(ii) subject any Recipient Lender or the Credit-Linked L/C Issuer to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described the Credit-Linked Letter of Credit, any participation in clauses (b) through (d) the Credit-Linked Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Eurodollar Rate Loan made by it, or other obligationschange the basis of taxation of payments to such Lender or the Credit-Linked L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or its depositsany change in the rate of, reserves, other liabilities any Excluded Tax payable by such Lender or capital attributable theretothe Credit-Linked L/C Issuer); or
(iii) impose on any Lender or the Credit-Linked L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any the Credit-Linked Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender 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 or the Credit-Linked L/C Issuer of participating in, issuing or maintaining any the Credit-Linked Letter of Credit (or of maintaining its obligation to participate in or to issue any the Credit-Linked Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Credit-Linked L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the Credit-Linked L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower will pay to such Lender or the Credit-Linked L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Credit-Linked L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Credit Agreement (Calumet Specialty Products Partners, L.P.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)which is reflected in the determination of the Adjusted Eurodollar RateTerm SOFR hereunder) or the any L/C Issuer;
(ii) subject any Recipient Lender (or its Lending Office) or any L/C Issuer to any Taxes (other than (A) Indemnified TaxesTax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit or any participation interest in clauses (b) through (d) any Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit, or other obligationsany Eurodollar RateTerm SOFR Loan made by it, or its depositschange the basis of Taxation of payments to such Lender or L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, reservesor any change in the rate of, other liabilities any Excluded Tax payable by such Lender or capital attributable theretoL/C Issuer); or
(iii) impose on any Lender (or the its Lending Office) or L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate RateTerm SOFR Loans made by such Lender or any Letter of Credit or participation thereinissued by such L/C Issuer; and the result of any of the foregoing shall be to increase the cost to such Lender (or its Lending Office) of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Loan RateTerm SOFR (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the any L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Borrowers 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, as the case may be, Issuer for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Abl Credit Agreement (Steinway Musical Instruments Holdings, Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 the any L/C Issuer;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clause (a) of the definition of Excluded Taxes to the extent resulting from changes in tax rates, and Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and or (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the any L/C Issuer or the London interbank market any other condition, cost or expense 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 of making, converting tocontinuing, continuing coverting to or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Credit Agreement (ONEOK Partners LP)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)) below) and (B) the requirements of the Bank of England, the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(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 Indemnified Taxes or Other 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 the L/C Issuer);
(other than (Aiii) Indemnified Taxes, (B) Taxes described result in clauses (b) through (d) the failure of the definition Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of Excluded Taxes and (C) Connection Income Taxes) on complying with the requirements of the Bank of England and/or Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or
(iiiiv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Borrowers 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, as the case may be, for such additional costs incurred or reduction suffered; provided that the European Borrower shall not be obligated to pay any amount under this Section 3.04(a) that is solely attributable to the Loans and Commitments that are solely for the benefit of, or Letters of Credit issued solely for the account of, the US Borrower and the US Subsidiaries.
Appears in 1 contract
Sources: Credit Agreement (Colfax CORP)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)reflected in the Eurocurrency Rate and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Loan made by it, or other obligationschange the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or its depositsany change in the rate of, reserves, other liabilities any Excluded Tax payable by such Lender or capital attributable thereto; orthe L/C Issuer);
(iii) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Loans; or CHAR1\1829960v3
(iv) impose on any Lender or the L/C Issuer or the London (or other applicable) interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; ;
(v) and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Eurodollar Loan the interest on which is determined by reference to the Eurocurrency Rate, the Alternative Currency Daily Rate Loan or the Alternative Currency Term Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Company will pay (or cause the applicable Borrower to 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, 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:
(i1) impose, modify or deem applicable any 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)requirements reflected in the LIBOR Rate) or the L/C Issuer;
(ii2) 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 and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii3) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar LIBOR Rate Loans or Daily LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein, in each case that is not otherwise accounted for in the definition of Adjusted LIBOR Rate or this clause (a); and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Eurodollar LIBOR Rate Loan or Daily LIBOR Rate Loans (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen (15) days after demand therefor by such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)costs, the Borrower Loan Parties 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, as the case may be, for such additional costs incurred or reduction suffered; provided that in no event shall this Section apply to Taxes, which shall be exclusively governed by Section 3.01.
Appears in 1 contract
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 the ), any Fronting L/C IssuerIssuer or the Several L/C Agent;
(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 and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the Lender, any Fronting L/C Issuer or the Several L/C Agent or the London interbank market any other condition, cost or expense (excluding any Tax described in the parenthetical contained in clause (ii) preceding) affecting this Agreement or Eurodollar Rate Loans or LIBOR Daily 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 of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Loan or the LIBOR Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Lender, such Fronting L/C Issuer or the Several L/C Agent 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 increase the cost to such Lender of making or participating (or of maintaining its obligation to make or participate in any Swing Line Loan) or to reduce the amount of any sum received or receivable by such Lender or the Lender, such Fronting L/C Issuer or the Several L/C Agent hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the Lender, such Fronting L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Several L/C Agent, the Borrower will pay to such Lender or the Lender, such Fronting L/C IssuerIssuer or the Several L/C Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the Lender, such Fronting L/C IssuerIssuer or the Several L/C Agent, as the case may be, for such additional costs incurred or reduction suffered; provided that as to any Lender, any Fronting L/C Issuer or the Several L/C Agent seeking compensation under this Section 3.04(a), such Lender, such Fronting L/C Issuer or the Several L/C Agent shall only be so compensated to the extent such Lender, the Fronting L/C Issuer or the Several L/C Agent is then generally seeking such compensation from similarly situated customers under agreements relating to similar credit transactions that include provisions similar to this Section 3.04(a) and the definition of “Change in Law”.
Appears in 1 contract
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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(e)) or the any L/C Issuer;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Eurodollar Rate Loan made by it, or other obligations, change the basis of taxation of payments to such Lender or its deposits, reserves, other liabilities such L/C Issuer in respect thereof (except for Indemnified Taxes or capital attributable theretoOther Taxes covered by Section 3.01); or
(iii) impose on any Lender or the any L/C Issuer or the London interbank market any other condition, cost or expense 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 of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Borrowers will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, 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, 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 the L/C Issuer;
(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 and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes already included in the calculation of the Eurodollar Rate or otherwise reimbursed to such Lender or the L/C Issuer) 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 of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the 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, 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 shallwill:
(i) (i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)reflected in the Eurocurrency Rate and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(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 Indemnified Taxes or Other 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 the L/C Issuer);
(other than (Aiii) Indemnified Taxesthe Mandatory Cost, (B) Taxes described in clauses (b) through (d) as calculated hereunder, does not represent the cost to any Lender of complying with the requirements of the definition Bank of Excluded Taxes and (C) Connection Income Taxes) on England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or
(iiiiv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall will be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Eurodollar Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Company 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Credit Agreement (Starbucks Corp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loanloan requirement, insurance charge or similar requirement other assessment) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement contemplated by Section 3.04(e)reflected in the Adjusted Term SOFR Rate) or the L/C Issuer;
(ii) impose on any Lender or L/C Issuer or 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 therein; or
(iii) 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 and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense 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 or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), ) or to increase the cost to such Lender or the Lender, such Applicable 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 or the Lender, such Applicable L/C Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06otherwise), then the Borrower will pay to such Lender or the Lender, such Applicable L/C IssuerIssuer or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or the Lender, such Applicable L/C IssuerIssuer or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. If any Lender, Applicable L/C Issuer or other Recipient, as applicable, determines, in its sole discretion exercised in good faith, that it has received a refund of any amounts as to which it has been paid by Borrower pursuant to this Section 3.04(a), an amount equal to such refund (but only to the extent of the payments made by Borrower under this Section 3.04), net of all out-of-pocket expenses of such Lender, Applicable L/C Issuer or other Recipient, as applicable, shall (1) in the case of a Lender, be deducted from the interest amount payable by Borrower to such Lender for the next subsequent calendar month, (2) in the case of an Applicable L/C Issuer, be deducted from the Letter of Credit Fees payable by Borrower to such Applicable L/C Issuer on the next subsequent payment date pursuant to Section 2.03(h), and (3) in the case of any other Recipient, be promptly refunded to the Borrower.
Appears in 1 contract
Sources: Credit Agreement (Cim Real Estate Finance Trust, Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 the L/C Issuerany Fronting Bank;
(ii) subject any Recipient Lender or any Fronting Bank to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Eurocurrency Rate Loan made by it, or other obligations, change the basis of taxation of payments to such Lender or its deposits, reserves, other liabilities such Fronting Bank in respect thereof (except for Indemnified Taxes or capital attributable theretoOther Taxes covered by Section 3.01 and any Excluded Tax payable by such Lender or such Fronting Bank); or
(iii) impose on any Lender or the L/C Issuer any Fronting Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer such 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 or the L/C Issuer such Fronting Bank hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Fronting Bank, the Parent Borrower will pay (or cause the applicable Designated Subsidiary Borrower to pay) to such Lender or the L/C Issuersuch Fronting Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuersuch Fronting Bank, 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, 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 contemplated by Section 3.04(e)) or the any L/C Issuer;
(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 and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iiiii) impose on any Lender or the 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 Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon written request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, 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 1 contract
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 the L/C Issuer;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) tax of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsany kind whatsoever with respect to this Agreement or any Eurodollar Rate Loan made by it, or other obligationschange the basis of taxation of payments to that Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or its depositsany change in the rate of, reserves, other liabilities any Excluded Tax payable by that Lender or capital attributable theretothe L/C Issuer); or
(iii) impose on any Lender or Lender, the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such that Lender or any Letter of Credit or participation thereinthe L/C Issuer; and the result of any of the foregoing shall be to increase the cost to such that Lender 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 or the L/C 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 that Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by such upon request of that Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary informationIssuer, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower will pay to such that Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such that Lender or the L/C Issuer, 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, 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 including any reserve requirement contemplated by Section 3.04(e)for eurocurrency funding that may be established or reestablished under Regulation D of the Board of Governors of the Federal Reserve System) or the any L/C Issuer;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes (other than (A) any Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Other Taxes, and Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Eurocurrency Rate Loans or Floating 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 of making, continuing, converting to, continuing into or maintaining any Eurodollar Loan the interest on which is determined by reference to the Eurocurrency Rate Loan or the Floating Eurocurrency Rate (or, in the case of paragraph (ii), any Loan), or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, 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, 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 the any L/C Issuer;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes (other than (A) Indemnified TaxesTax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Eurodollar Rate Loan made by it, or other obligations, change the basis of taxation of payments to such Lender or its deposits, reserves, other liabilities such L/C Issuer in respect thereof (except for Indemnified Taxes or capital attributable theretoOther Taxes indemnifiable under Section 3.01 and any Excluded Taxes); or
(iii) impose on any Lender or the any L/C Issuer or the London interbank market any other condition, cost or expense 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 of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered; provided that the Borrower 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).
Appears in 1 contract
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 the L/C Issuer;
(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 and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar 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 Eurodollar Loan the interest on which is determined by reference to the Eurocurrency 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 or Lender, 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 or Lender, the L/C Issuer or other Recipient hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or Lender, the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)other Recipient, the Borrower will pay to such Lender or Lender, the L/C IssuerIssuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender or Lender, the L/C IssuerIssuer or other Recipient, as the case may be, for such additional costs incurred or reduction sufferedreduced amount received or receivable.
Appears in 1 contract
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 the L/C Issuer);
(ii) except as specifically provided in the last sentence of this Section 3.04(a), subject any Recipient Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) Tax of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsany kind whatsoever with respect to this Agreement or any Eurocurrency Rate Loan made by it, or other obligationschange the basis of Taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or its depositsany change in the rate of, reserves, other liabilities or capital attributable theretoany Excluded Tax payable by such Lender); or
(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing or maintaining any Eurodollar Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy upon request of such demand to the Administrative Agent given in accordance with Section 3.06)Lender, the 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, as the case may be, for such additional costs incurred or reduction suffered. For the avoidance of doubt, subsections (i) through (iv) above shall not apply to the extent any increased costs are (A) attributable to a Tax Deduction required by law to be made by any Loan Party or (B)(1) compensated for by Section 3.01(c) or (2) would have been compensated for by Section 3.01(c) but were not so compensated solely because (a) the relevant Tax is an Excluded Tax, (b) the loss, liability or cost is compensated for by an increased payment under Section 3.01(a) or (c) the loss, liability or cost would have been compensated for by an increased payment under Section 3.01(a) but was not so compensated solely because one of the exclusions in Section 3.01(h) applied.
Appears in 1 contract
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 the any L/C Issuer);
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation thereintherein (except for Taxes); and the result of any of the foregoing shall be to increase the cost to such Lender, by an amount which such Lender deems to be material in its sole discretion, of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered; provided that such additional costs incurred and reductions suffered shall be determined by such Lender’s or L/C Issuer’s, as the case may be, reasonable allocation of the aggregate additional cost incurred or reduction suffered due to such events that are allocable to this Agreement. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any additional cost incurred or reduction suffered 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 1 contract
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(ereflected in the Eurocurrency Rate, Adjusted Daily Simple S▇▇▇▇ or Term SOFR, other than as set forth below)) or the L/C Issuer;
(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, S▇▇▇▇ 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, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, 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 the any L/C Issuer or the London interbank market market, or other applicable market, any other condition, cost or expense affecting this Agreement Agreement, Eurocurrency Rate Loans, S▇▇▇▇ Loans or Eurodollar Rate 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 of making, converting to, continuing making or maintaining any Eurodollar Rate Loan the interest on which is determined by reference to the Eurocurrency Rate, Adjusted Daily Simple S▇▇▇▇ or Term SOFR, as applicable (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Incremental Joinder Agreement (SS&C Technologies Holdings Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 the L/C Issuer;
(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 Bankers’ Acceptance 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 (other than except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (de) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); or
(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense (other than any Tax) affecting this Agreement or Eurodollar 119889268 Eurocurrency Rate Loans made by such Lender or any Letter of Credit or Bankers’ Acceptance or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender 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 or the L/C Issuer 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Company will pay (or cause the applicable Borrower to 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Credit Agreement (Mastec Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 or any reserve requirement contemplated by Section 3.04(e)) or the L/C Issuer;
(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 and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Term SOFR Rate Loans or Daily 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 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 or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (Camden Property Trust) 62
Appears in 1 contract
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 the L/C IssuerIssuer (except (A) any reserve requirement reflected in the Eurocurrency Rate) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below);
(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 Indemnified Taxes or Other 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 the L/C Issuer);
(other than (Aiii) Indemnified Taxes, (B) Taxes described result in clauses (b) through (d) the failure of the definition Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of Excluded Taxes and (C) Connection Income Taxes) on complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or
(iiiiv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Loan the interest on which is determined by reference to the Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the 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, 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, 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(e3.04(f)) or the any L/C Issuer;
(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 Taxes, and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the any L/C Issuer or the London Londonapplicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement Agreement, Eurocurrency RateTerm SOFR Loans made by such Lender or Eurodollar Rate 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 of making, converting to, continuing or maintaining any Eurodollar Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.; provided that such Lender or such L/C Issuer shall be generally seeking, or intending generally to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender or such L/C Issuer has the right under such similar credit facilities to do so) with respect to such Change in Law regarding such increased cost or reduction. 84 #94834708v14 CHAR1\1986310v1
Appears in 1 contract
Sources: Credit Agreement (Revvity, Inc.)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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)reflected in the LIBOR Rate) or the L/C Issuer;
(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 and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate 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 of making, converting to, continuing or maintaining any Eurodollar LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Loan Parties 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, 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, 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 contemplated by Section 3.04(e)reflected in the Eurocurrency Rate) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the any L/C Issuer;
(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 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 or Other 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 the L/C Issuer);
(other than (Aiii) Indemnified Taxes, (B) Taxes described result in clauses (b) through (d) the failure of the definition Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of Excluded Taxes and (C) Connection Income Taxes) on complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or
(iiiiv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Eurocurrency 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 of making, converting to, continuing making or maintaining any Eurodollar Rate Eurocurrency Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Company will pay (or cause the applicable Designated Borrower to 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, 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, 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 the any L/C Issuer;
(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 and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the L/C Issuer or the London Londonany applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Eurocurrency Rate, any SOFR Loans made by such Lender or any Alternative Currency 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 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 or the such L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Parent Borrower will pay (or will cause the applicable Designated Borrower to 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, 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, 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)reflected in the LIBO Rate) or the any L/C Issuer;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described in clauses (b) through (d) any Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any LIBO Rate Loan made by it, or other obligationschange the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or its depositsany change in the rate of, reserves, other liabilities any Excluded Tax payable by such Lender or capital attributable theretosuch L/C Issuer); or
(iii) impose on any Lender or the any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar LIBO Rate Loans made by such Lender or any Letter of Credit or participation thereinCredit; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Eurodollar LIBO Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Borrowers will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Credit Agreement (Cache Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(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, AC line Loan 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 Indemnified Taxes or Other 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 the L/C Issuer);
(other than (Aiii) Indemnified Taxes, (B) Taxes described result in clauses (b) through (d) the failure of the definition Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of Excluded Taxes and (C) Connection Income Taxes) on complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, maintaining Eurocurrency Rate Loans or its deposits, reserves, other liabilities or capital attributable theretoany AC Swing Line Loan; or
(iiiiv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Eurocurrency Rate Loans or AC Swing Line 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 of making, converting to, continuing making or maintaining any Eurodollar AC Swing line Loan or any Loan the interest on which is determined by reference to the Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit or any AC Swing line Loan (or of maintaining its obligation to participate in Letter of Credit or any AC Swing Line Loan or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Company will pay (or cause the applicable Designated Borrower to pay) to such Lender (including, the Swing line 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, 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, 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 contemplated by Section 3.04(e)) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Eurocurrency Rate Loan made by it, or other obligationschange the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or its depositsany change in the rate of, reserves, other liabilities any Excluded Tax payable by such Lender or capital attributable theretothe L/C Issuer); or
(iii) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurocurrency Rate Loans; or
(iv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the 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, 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, 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 the L/C Issuer;
(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 and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any 8884322.11 such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the 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, as the case may be, for such additional costs incurred or reduction suffered. Subject to clause (d) below, each of the Lenders shall endeavor to notify the Borrower of any such Change in Law resulting in increased costs for such Lender under this Section 3.04(a) promptly after becoming aware thereof.
Appears in 1 contract
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 reflected in Section 3.04(e)) or the Eurocurrency Rate) or the L/C Issuer;
(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 and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) or impose on any Lender or the L/C Issuer or the London Londonapplicable interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Eurocurrency, LIBOR Rate 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 of making, converting to, continuing making or maintaining any Eurodollar LIBOR Rate Loan the interest on which is determined by reference to the Eurocurrency Base Rateor any Alternative Currency Loans (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Company will pay (or cause the applicable Borrower to 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, as the case may be, for such additional costs incurred or reduction suffered.. CHAR1\1812724v7
Appears in 1 contract
Sources: Credit Agreement (EnerSys)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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)included in determining the Eurodollar Rate or the Daily Floating LIBOR Rate) or the L/C Issuer;
(ii) subject any Recipient Lender or L/C Issuer to any Taxes (other than (A) Indemnified TaxesTax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Eurodollar Rate Loan or Daily Floating LIBOR Rate Loan made by it, or other obligationschange the basis of taxation of payments to such Lender or L/C Issuer in respect thereof (except in each case for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or its depositsany change in the rate of, reserves, other liabilities any Excluded Tax payable by such Lender or capital attributable theretoL/C Issuer); or
(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans or Daily Floating 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 of making, converting to, continuing making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Loan or the Daily Floating LIBOR Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days promptly after demand receipt of the certificate contemplated by Section 3.04(c) from such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Credit Agreement (Laboratory Corp of America Holdings)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Eurocurrency Rate Loan made by it, or other obligationschange the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or its depositsany change in the rate of, reserves, other liabilities any Excluded Tax payable by such Lender or capital attributable theretothe L/C Issuer); or
(iii) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurocurrency Rate Loans; or
(iv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Loan the interest on which is determined by reference to the Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Company will pay (or cause the applicable Designated Borrower to 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, 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, 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)reflected in the Eurodollar Rate) or the L/C Issuer;
(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 and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense 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 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 or the L/C 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 CHAR1\1376580v5 Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the 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, 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, 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(e3.05(e)) or the any L/C Issuer;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or the any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation thereintherein (except for Taxes); and the result of any of the foregoing shall be to increase the cost to such Lender, by an amount which such Lender deems to be material in its sole discretion, of making, making converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered; provided that such additional costs incurred and reductions suffered shall be determined by such Lender’s or L/C Issuer’s, as the case may be, reasonable allocation of the aggregate additional cost incurred or reduction suffered due to such events that are allocable to this Agreement. If the Borrower so notifies the Administrative Agent within five Business Days after any Lender notifies the Borrower of any additional cost incurred or reduction suffered 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 1 contract
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 the L/C Issuer;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Offshore Rate Loan made by it, or other obligationschange the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 4.01 and the imposition of, or its depositsany change in the rate of, reserves, other liabilities any Excluded Tax payable by such Lender or capital attributable theretothe L/C Issuer); or
(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Offshore 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 of making, converting to, continuing making or maintaining any Eurodollar Offshore Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary informationIssuer, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower Holdings 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, 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, 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)reflected in the Eurodollar Rate) or the L/C Issuer;
(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 and (C) Connection Income Taxes) on its loansLoans, loan principalLetters of Credit, letters participations in a Letter of credit, commitments, Credit or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoany Eurodollar Rate Loan made by it; or
(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense 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 of making, continuing, converting to, continuing to or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Borrowers 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Credit Agreement (Highwoods Realty LTD Partnership)
Increased Costs Generally. If any Change in Law shallwill:
(i) (i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(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 Indemnified Taxes or Other 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 the L/C Issuer);
(other than (Aiii) Indemnified Taxesthe Mandatory Cost, (B) Taxes described in clauses (b) through (d) as calculated hereunder, does not represent the cost to any Lender of complying with the requirements of the definition Bank of Excluded Taxes and (C) Connection Income Taxes) on England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or
(iiiiv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall will be to increase the cost to such Lender of making, converting to, continuing making or maintaining any Eurodollar Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Company 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Credit Agreement (Starbucks Corp)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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)reflected in the SOFR 1 Month Term Index Rate) or the L/C Issuer;
(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 and (C) Connection Income Taxes) on its loansLoans (or principal of Loans), loan principalLetters of Credit, letters of credit, commitmentsCommitments, or other obligationsObligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
or (iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate 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 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 or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in (accompanied by reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06backup calculations), the 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, 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, 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 the L/C Issuer;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes (other than (A) Indemnified TaxesTax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Loan made by it, or other obligationschange the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes covered by Section 3.01 and the imposition of, or its depositsany change in the rate of, reserves, other liabilities any Excluded Tax payable by such Lender or capital attributable theretothe L/C Issuer); or
(iii) impose on any Lender or the L/C Issuer or the London any applicable interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate 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 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 or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower will promptly pay to such Lender or the L/C Issuer, as the case may be, after the Borrower’s receipt of a reasonably detailed invoice therefor (showing in reasonable detail the calculation thereof; provided, that such request for compensation is consistent with such Lender’s general practice toward similarly situated borrowers) such additional amount or amounts as will compensate such Lender or the L/C Issuer, 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, 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 contemplated by Section 3.04(e)reflected in the Eurocurrency Rate and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the any L/C Issuer;
(ii) subject any Recipient Lender or any 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 or BBR Rate Loan made by it, or change the basis of taxation of payments to such Lender or such L/C Issuer in respect thereof (except for Indemnified Taxes or Other 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 such L/C Issuer);
(other than (Aiii) Indemnified Taxes, (B) Taxes described result in clauses (b) through (d) the failure of the definition Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of Excluded Taxes and (C) Connection Income Taxes) on complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or
(iiiiv) impose on any Lender or the any L/C Issuer or the London applicable interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Eurocurrency Rate Loans or BBR 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 of making, converting to, continuing making or maintaining any Eurodollar Eurocurrency Rate Loan or BBR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such L/C 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 or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the such L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the applicable Borrower will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Credit Agreement (Brightpoint Inc)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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 contemplated by Section 3.04(e)reflected in the Eurocurrency Rate and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(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 Indemnified Taxes or Other 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 the L/C Issuer);
(other than (Aiii) Indemnified Taxes, (B) Taxes described result in clauses (b) through (d) the failure of the definition Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of Excluded Taxes and (C) Connection Income Taxes) on complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining Eurocurrency Rate Loans; or
(iiiiv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, converting to, continuing making or maintaining any Eurodollar Eurocurrency Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C 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 or the L/C Issuer hereunder with respect to any Eurocurrency Rate Loan or L/C Credit Extension (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the Borrower Company will pay (or cause the applicable Designated Borrower to 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, 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, 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 contemplated by Section 3.04(e)requirements reflected in the LIBOR Rate, and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer;
(ii) subject any Recipient result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) Lender of complying with the requirements of the definition Bank of Excluded Taxes and (C) Connection Income Taxes) on England and/or the Financial Services Authority or the European Central Bank in relation to its loansmaking, loan principal, letters of credit, commitments, funding or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomaintaining LIBOR Rate Loans; or
(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar LIBOR Rate Loans or BA Equivalent Loans made by such Lender or any Letter of Credit or participation therein, in each case that is not otherwise accounted for in the definition of Adjusted LIBOR Rate, BA Rate or this clause (a); and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Eurodollar 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 or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen (15) days after demand therefor by such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)costs, the Borrower Loan Parties 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, as the case may be, for such additional costs incurred or reduction suffered; provided that in no event shall this Section apply to Taxes, which shall be exclusively governed by Section 3.01.
Appears in 1 contract
Sources: Credit Agreement (YCC Holdings LLC)
Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any 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)reflected in the Eurodollar Rate) or the L/C Issuer;
(ii) subject any Recipient Lender or the L/C Issuer to any Taxes (other than (A) Indemnified Taxestax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any Eurodollar Rate Loan made by it, or other obligations, change the basis of taxation of payments to such Lender or its deposits, reserves, other liabilities the L/C Issuer in respect thereof (except for Indemnified Taxes or capital attributable theretoOther Taxes covered by Section 3.01 or any Excluded Tax); or
(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense 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 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 or the L/C 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 or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy of such demand to the Administrative Agent given in accordance with Section 3.06)Issuer, the 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, 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, 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)reflected in the LIBOR Rate) or the any L/C Issuer;
(ii) subject any Recipient Lender or any L/C Issuer to any Taxes (other than (A) Indemnified TaxesTax of any kind whatsoever with respect to this Agreement, (B) Taxes described any Letter of Credit, any participation in clauses (b) through (d) a Letter of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitmentsCredit or any LIBOR Rate Loan made by it, or other obligations, change the basis of Taxation of payments to such Lender or its deposits, reserves, other liabilities the L/C Issuer in respect thereof (except for Indemnified Taxes or capital attributable theretoOther Taxes indemnifiable under Section 3.01 or any Excluded Tax); or
(iii) impose on any Lender or the any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar 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 of making, continuing, converting to, continuing or maintaining any Eurodollar LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such L/C 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 or the each L/C Issuer hereunder (whether of principal, interest or any other amount) then, within fifteen days after demand by upon request of such Lender or the L/C Issuer setting forth in reasonable detail such increased costs (but shall not require any Lender to disclose any confidential or proprietary information, and with a copy delivery of such demand to the Administrative Agent given in accordance with certificate contemplated by Section 3.063.04(c), the Borrower Borrowers 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, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Asset Based Revolving Credit Agreement (Albertsons Companies, Inc.)