Indemnification; Increased Costs. In the event that any Draft for any reason whatsoever is deemed by any Lender not to be an Eligible Draft, the Borrower agrees to indemnify such Lender on demand for any and all additional costs, expenses, or damages incurred by such Lender, directly or indirectly, arising out of such ineligibility, including, without limitation, any costs of maintaining reserves in respect of such Draft, any premium rates imposed by the Federal Deposit Insurance Corporation and any costs or expenses arising in any manner from the lack of liquidity of such Draft. A certificate as to such additional amounts submitted to the Borrower by any Lender shall be final, conclusive, and binding, absent manifest error. If at any time after the date hereof the introduction of or any change in applicable law, rule, or regulation or in the interpretation or the administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender with any requests directed by any such Governmental Authority (whether or not having the force of law) shall, with respect to any Draft subject such Lender to any Tax or impose, modify, or deem applicable any reserve, special deposit, or similar requirements against assets of, deposits with or for the account of, credit extended by the Lender or shall impose on the Lender any other conditions affecting Drafts and the result of any of the foregoing is to increase the cost to the Lender of accepting, discounting, rediscounting or holding Drafts or to reduce the amount of any sum received or receivable by the Lender hereunder with respect to the Drafts, then, upon demand by such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. A certificate submitted to the Borrower by the Lender setting forth the basis for the determination of such additional amount or amounts necessary to compensate the Lender as aforesaid, shall be conclusive evidence of the amounts due hereunder, absent manifest error. The Borrower agrees to indemnify and hold the Agent and Lenders harmless from and against any and all (a) Taxes and other fees payable in connection with Drafts or the provisions of this Agreement relating to the acceptance and discounting of drafts, and (b) any and all actions, claims, damages, losses, liabilities, fines, penalties, costs, and expenses of every nature, including reasonable attorney's fees, (i) s...
Indemnification; Increased Costs. If after the date of this Agreement the Bank reasonably determines that any Regulatory Change, or compliance by the Bank with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agency charged with the interpretation or administration of any applicable law, rule or regulation which is effective or issued after the date hereof:
Indemnification; Increased Costs. (a) The Borrower agrees to indemnify the Agent on demand for any and all costs, expenses, or damages incurred by the Agent, directly or indirectly, arising out of the issuance of any Letter of Credit, including, without limitation, any costs of maintaining reserves in respect thereof and any premium rates imposed by the Federal Deposit Insurance Corporation in connection therewith. A certificate as to such costs, expenses or damages submitted to the Borrower by the Agent shall be final, conclusive and binding, absent manifest error.
Indemnification; Increased Costs. 32 Section 3.5 Payment of Drafts by Borrower................ 33 Section 3.6 Compliance With Governmental Regulations; Insurance....................... 33 Section 3.7 Guaranty of Documents and Instruments........ 34 Section 3.8 Revocation by Operation of Law............... 34 Section 3.9 Relationship to Prior Credit Agreement....... 34
Indemnification; Increased Costs. 36 Section 4.4 Payment by Borrower.......................... 37 Section 4.5 Relationship to Prior Credit Agreement....... 37 ARTICLE 5 CONDITIONS................................................ 37
Indemnification; Increased Costs. 6 Section 2.6. Investment Account and Custodian Account..................................... 7 Section 2.7. Change In Legality........................................................... 8
Indemnification; Increased Costs. (a) Borrower agrees to indemnify Agent and each Lender on demand for any and all additional costs, expenses, or damages incurred by Agent or such Lender, directly or indirectly, arising out of the issuance of any Letter of Credit or the purchase of any Letter of Credit Risk Participation, including, without limitation, any costs of maintaining reserves in respect thereof and any premium rates imposed by the Federal Deposit Insurance Corporation in connection therewith. A certificate as to such additional amounts submitted to Borrower by Agent or such Lender shall be final, conclusive, and binding, absent manifest error.
Indemnification; Increased Costs. 26 Section 3.4
Indemnification; Increased Costs. 34 3.4 Payment by the Borrower........................................................35
Indemnification; Increased Costs. 36 Section 9.4 Payment by Borrowers . . . . . . . . . . . . . . . . . . 37 Section 9.5 Sale of Risk Participations. . . . . . . . . . . . . . . 37 Section 9.6 Procedure for Participations . . . . . . . . . . . . . . 38 Section 9.7 Payment Obligations. . . . . . . . . . . . . . . . . . . 38 (a) Reimbursements to Agent.. . . . . . . . . . . . . . . . . . . 38 (b) Payments to Lenders.. . . . . . . . . . . . . . . . . . . . . 38 ARTICLE 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Section 10.1 Bank of America Secured Letter of Credit Facility. . . . 39 Section 10.2 Northwest Pipe Company Security. . . . . . . . . . . . . 39 Section 10.3 Cross-Default. . . . . . . . . . . . . . . . . . . . . . 39 ARTICLE 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Section 11.1 No Waiver; Remedies Cumulative . . . . . . . . . . . . . 39 Section 11.2 Governing Law. . . . . . . . . . . . . . . . . . . . . . 39 Section 11.3 Mandatory Arbitration. . . . . . . . . . . . . . . . . . 39 Section 11.4 Notices. . . . . . . . . . . . . . . . . . . . . . . . . 40 Section 11.5 Successors and Assigns . . . . . . . . . . . . . . . . . 40 Section 11.6 Severability.. . . . . . . . . . . . . . . . . . . . . . 40 Section 11.7 Additional Lenders . . . . . . . . . . . . . . . . . . . 40 Section 11.8 Joint and Several Liability; Reason for Execution. . . . 41 Section 11.9 Survival.. . . . . . . . . . . . . . . . . . . . . . . . 41 Section 11.10 Executed in Counterparts . . . . . . . . . . . . . . . . 41 Section 11.11 Entire Agreement; Amendment, Waiver. . . . . . . . . . . 41
