Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender under this Agreement or the other Loan Documents, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or (d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's Commitment forms a part; and the result of any of the foregoing is (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of Credit, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the Loans, or (iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then; and in each such case arising or occurring in the immediately preceding 365 days from such demand, the Borrower will, within thirty (30) days after demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender such additional amounts as such Lender shall determine in good faith to be sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Mack Cali Realty Corp), Revolving Credit Agreement (Mack Cali Realty Corp), Revolving Credit Agreement (Mack Cali Realty L P)
Additional Costs, Etc. Subject Notwithstanding anything herein to Sections 4.11 and 4.12 hereofthe contrary, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Creditsuch Bank’s Commitment, such Lender's Commitment or the Loans (other than taxes based upon or measured by the income or profits or gross receipts of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender Bank under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Bank’s Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such Lender's Bank’s Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of CreditBank’s Commitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit Bank’s Commitment or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, will within thirty fifteen (3015) days after demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender Bank or the Agent shall determine in good faith to be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, PROVIDED that generally applied by such Lender is generally imposing Bank or the Agent. For purposes of §4.9 and §4.10, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, publications, orders, guidelines and directives thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar charges on its other similarly situated borrowersauthority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to have been adopted and gone into effect after the date hereof regardless of when adopted, enacted or issued.
Appears in 3 contracts
Sources: Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust), Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust), Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust)
Additional Costs, Etc. Subject Notwithstanding anything herein to Sections 4.11 and 4.12 hereofthe contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender Bank under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such LenderBank's Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit Commitment or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, will within thirty fifteen (3015) days after demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender Bank or the Agent shall determine in good faith to be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, PROVIDED that generally applied by such Lender is generally imposing similar charges on its other similarly situated borrowersBank or the Agent.
Appears in 3 contracts
Sources: Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust), Unsecured Revolving Loan Agreement (Ramco Gershenson Properties Trust), Unsecured Term Loan Agreement (Ramco Gershenson Properties Trust)
Additional Costs, Etc. Subject Notwithstanding anything herein to Sections 4.11 and 4.12 hereofthe contrary, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender's Bank’s Commitment or the Loans (other than taxes based upon or measured by the income or profits or gross receipts of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender Bank under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Bank’s Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such Lender's Bank’s Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of CreditBank’s Commitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit Bank’s Commitment or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, will within thirty fifteen (3015) days after demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender Bank or the Agent shall determine in good faith to be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, PROVIDED that generally applied by such Lender is generally imposing similar charges on its other similarly situated borrowersBank or the Agent.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Ramco Gershenson Properties Trust), Bridge Loan Agreement (Ramco Gershenson Properties Trust), Revolving Credit Agreement (Ramco Gershenson Properties Trust)
Additional Costs, Etc. Subject to Sections 4.11 If any change from and 4.12 hereof, if after the date hereof in any present or future applicable law, law which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender's ’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued Loans by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's the Commitment, or any class of loans, letters of credit Loans or commitments of which any of the Loans or such Lender's the Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of Credit’s Commitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit the Commitments or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Agent, to the extent permitted by law, such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 3 contracts
Sources: Revolving Credit and Guaranty Agreement (Sl Green Realty Corp), Revolving Secured Credit and Guaranty Agreement (Sl Green Realty Corp), Revolving Secured Credit and Guaranty Agreement (Sl Green Realty Corp)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent Bank by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall:
(a) subject any Lender or the Administrative Agent such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank imposed by the jurisdiction of its incorporation or organization, or the Administrative Agentlocation of its lending office), ; or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to any Lender such Bank of the principal or of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender such Bank under this Agreement or the other Loan Documents, ; or
(c) except as provided in Section 5.6 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the Competitive Bid Rate, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued bycommitments of, or commitments of an office of any LenderBank with respect to this Agreement, the other Loan Documents, such Bank's Commitment or the Loans; or
(d) impose on any Lender or the Administrative Agent such Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, Commitment or any class of loans, letters of credit loans or commitments of which any of the Loans or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is:
(i) to increase the cost to any Lender such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or any Letter issuing or participating in Letters of Credit, or;
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent Bank hereunder on account of such LenderBank's Commitment, any Letter of Credit the Loans or any of the Loans, Reimbursement Obligations; or
(iii) to require such Lender or the Administrative Agent Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent Bank from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent Bank at any time and from time to time and as often as the occasion therefor therefore may arise, within arise (which demand shall be accompanied by a statement setting forth the shorter basis of such maximum allowable period as permitted by law or demand which shall be conclusive absent manifest error), pay such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender such reasonable additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank for such additional costcosts, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 3 contracts
Sources: Quarterly Report, Quarterly Report, Revolving Credit Agreement (Waste Management Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender's ’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued Loans by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's the Commitment, or any class of loans, letters of credit Loans or commitments of which any of the Loans or such Lender's the Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of Credit’s Commitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit the Commitments or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Agent, to the extent permitted by law, such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 3 contracts
Sources: Unsecured Revolving Credit Agreement (Amerivest Properties Inc), Revolving Credit Agreement (Amerivest Properties Inc), Unsecured Revolving Credit Agreement (Amerivest Properties Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Loans or deposits obtained to fund Loans or Letters of Credit (other than taxes based upon or measured by the net profit or income or profits of such Lender Bank or the Administrative Agent), ; or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any the Loans or any other amounts payable to any Bank or the Administrative Agent or any Lender under this Credit Agreement or the other Loan Documents, ; or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy adequacy, or reserve or other similar requirements requirement (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, Bank; or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any the Letters of Credit, the Loans, such LenderBank's Commitment, or any class of loans, letters of credit or commitments of which any of the Loans Loans, the Letters of Credit, or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon written demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender the Bank or the Agent for such additional cost, reduction, payment or foregone interest interest, Reimbursement Obligation or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 3 contracts
Sources: Credit Agreement (HPSC Inc), Revolving Credit Agreement (HPSC Inc), Credit Agreement (HPSC Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued Loans by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's the Commitment, or any class of loans, letters of credit Loans or commitments of which any of the Loans or such Lender's the Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit the Commitments or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Agent, to the extent permitted by law, such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 2 contracts
Sources: Term Loan Agreement (Amerivest Properties Inc), Revolving Credit Agreement (Amerivest Properties Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable change in law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or Lender, the Administrative Agent or any Issuing Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)authority, shall:
(a) subject any Lender or Lender, the Administrative Agent or any Issuing Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or Lender, the Administrative AgentAgent or such Issuing Lender), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender, the Administrative Agent or any Issuing Lender under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender or any Issuing Lender, or
(d) impose on any Lender or Lender, the Administrative Agent or any Issuing Lender any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender or any Issuing Lender of making, funding, issuing, renewing, extending extending, amending or maintaining any of the Loans or such Lender's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or Lender, the Administrative Agent or such Issuing Lender hereunder on account of such Lender's Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender or Lender, the Administrative Agent or such Issuing Lender to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or Lender, the Administrative Agent or such Issuing Lender from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender Lender, the Administrative Agent or (as the case may be) the Administrative Agent Issuing Lender at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender, the Administrative Agent or such Issuing Lender such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender, the Administrative Agent or such Issuing Lender for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Timberland Co), Revolving Credit Agreement (Timberland Co)
Additional Costs, Etc. Subject Notwithstanding anything herein to Sections 4.11 and 4.12 hereofthe contrary, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Creditsuch Bank's Commitment, such Lender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender Bank under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such LenderBank's Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans Loans, or such LenderBank's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit Commitment or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, will within thirty fifteen (3015) days after demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender Bank or the Agent shall determine in good faith to be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, PROVIDED that generally applied by such Lender is generally imposing similar charges on its other similarly situated borrowersBank or the Agent.
Appears in 2 contracts
Sources: Bridge Loan Agreement (Windrose Medical Properties Trust), Bridge Loan Agreement (Ramco Gershenson Properties Trust)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If after the Closing Date any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Loan Agreement, the other Loan Documents, any Letters of Credit, such Lender's the Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative AgentBank), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender the Bank of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent Bank under this Loan Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Loan Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lenderthe Bank, or
(d) impose on any Lender or the Administrative Agent Bank any other conditions or requirements with respect to this Loan Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's the Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such Lender's the Commitment forms a part; , and the result of any of the foregoing event described in clause (a), (b), (c) or (d) is
(i) to increase the cost to any Lender the Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of Creditthe Commitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent Bank hereunder on account of such Lender's Commitment, any Letter of Credit the Commitment or any of the Loans, or
(iii) to require such Lender or the Administrative Agent Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent Bank from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent Bank at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender the Bank such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender the Bank for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 2 contracts
Sources: Revolving Loan Agreement (Scientific Learning Corp), Revolving Loan Agreement (Scientific Learning Corp)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereofIf any future applicable, if or any change in the application or interpretation of any present or future applicable lawapplicable, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority Government Mandate (whether or not having the force of law), shall:
(ai) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction deduction, or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Creditsuch Bank’s Commitment, such Lender's Commitment or the Loans (other than taxes based upon or measured Indemnified Taxes and Other Taxes covered by the income or profits of such Lender or the Administrative AgentSection 4.11 and Excluded Taxes), or
(bii) materially change the basis of taxation (except for changes in taxes on income or profitsExcluded Taxes) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent or any Lender under this Credit Agreement or the other Loan Documents, or
(ciii) impose or increase impose, increase, or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, compulsory loan, insurance charge, assessment, liquidity, capital adequacy adequacy, or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(div) impose on any Lender Bank or the Administrative Agent any other conditions conditions, cost or expense or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Bank’s Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such Lender's Bank’s Commitment forms a part; , and the result of any of the foregoing is: AMERICAS/2024638354.7 AllianceBernstein
(i) to increase by an amount deemed by such Bank to be material with respect to the cost to any Lender Bank of making, continuing, converting to, funding, issuing, renewing, extending extending, or maintaining any of the Loans or such Lender's Commitment or any Letter of CreditBank’s Commitment, or
(ii) to reduce reduce, by an amount deemed by such Bank or the Administrative Agent, as the case may be, to be material, the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such Lender's Bank’s Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment that, but for such conditions or to requirements described in clauses (a) through (d), would not be payable hereunder, or forego any interest or Reimbursement Obligation or other sum that, but for such conditions or requirements described in clauses (a) through (d), would be payable to such Bank or the Administrative Agent hereunder, in any case the amount of which payment or foregone interest or Reimbursement Obligation or other sum is deemed by such Bank or the Administrative Agent, as the case may be, to be material and is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or (as the case may be) the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time (such demand to be made in any case not later than the first to occur of (I) the date one year after such event described in clause (i), (ii), or (iii) giving rise to such demand, and (II) the date ninety (90) days after both the payment in full of all Outstanding Loans, and the termination of the Commitments) and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Administrative Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Administrative Agent for such additional cost, reduction, payment or payment, foregone interest or other sum. Subject to the terms specified above in this Section 4.6, PROVIDED that such Lender is generally imposing the obligations of the Borrower under this Section 4.6 shall survive repayment of the Loans and termination of the Commitments. For the avoidance of doubt, this Section 4.6 shall apply to all requests, rules, guidelines or directives issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar charges on its other similarly situated borrowersauthority) of the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Alliancebernstein L.P.), Revolving Credit Agreement (Alliancebernstein Holding L.P.)
Additional Costs, Etc. Subject Notwithstanding anything herein to Sections 4.11 and 4.12 hereofthe contrary, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any such Bank’s Commitment, the Loans or the Letters of Credit, such Lender's Commitment or the Loans Credit (other than taxes based upon or measured by the income or profits or gross receipts of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender Bank under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any the Loans, the Letters of Credit, the Loans, such Lender's Bank’s Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such Lender's Bank’s Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans Loans, the Letters of Credit or such Lender's Commitment or any Letter of CreditBank’s Commitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit Bank’s Commitment or any of the LoansLoans or the Letters of Credit, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, will within thirty fifteen (3015) days after demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender Bank or the Agent shall determine in good faith to be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, PROVIDED that generally applied by such Lender is generally imposing similar charges on its other similarly situated borrowersBank or the Agent.
Appears in 2 contracts
Sources: Secured Master Loan Agreement (Ramco Gershenson Properties Trust), Secured Master Loan Agreement (Ramco Gershenson Properties Trust)
Additional Costs, Etc. Subject Notwithstanding anything herein to Sections 4.11 and 4.12 hereofthe contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment (including the Swing Loan Commitment) or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender Bank under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued byfrom, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment (including the Swing Loan Commitment), or any class of loans, letters of credit loans or commitments of which any of the Loans or such LenderBank's Commitment (including the Swing Loan Commitment) forms a part; and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or any Letter of Credit(including the Swing Loan Commitment), or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment (including the Swing Loan Commitment, any Letter of Credit ) or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty fifteen (3015) days after of demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender Bank or the Agent shall determine in good faith to be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, PROVIDED that generally applied by such Lender is generally imposing similar charges on its other similarly situated borrowersBank or the Agent.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Walden Residential Properties Inc), Revolving Credit Agreement (Walden Residential Properties Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, law which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's the Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such Lender's the Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit the Commitments or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Agent, to the extent permitted by law, such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 2 contracts
Sources: Credit Agreement (Prime Group Realty Trust), Credit Agreement (Prime Group Realty Trust)
Additional Costs, Etc. Subject Notwithstanding anything herein to Sections 4.11 and 4.12 hereofthe contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any such Bank's Commitment, the Loans or the Letters of Credit, such Lender's Commitment or the Loans Credit (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender Bank under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any the Loans, the Letters of Credit, the Loans, such LenderBank's Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such LenderBank's Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans Loans, the Letters of Credit or such LenderBank's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit Commitment or any of the LoansLoans or the Letters of Credit, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, will within thirty fifteen (3015) days after demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender Bank or the Agent shall determine in good faith to be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, PROVIDED that generally applied by such Lender is generally imposing similar charges on its other similarly situated borrowersBank or the Agent.
Appears in 2 contracts
Sources: Master Revolving Credit Agreement (Ramco Gershenson Properties Trust), Master Revolving Credit Agreement (Ramco Gershenson Properties Trust)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or any of the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent or any Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit Commitment or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Silverleaf Resorts Inc), Revolving Credit Agreement (Silverleaf Resorts Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereofIf any future applicable, if or any change in the application or interpretation of any present or future applicable lawapplicable, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority Government Mandate (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction deduction, or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Creditsuch Bank’s Commitment, such Lender's Commitment or the Loans (other than taxes based upon or measured Indemnified Taxes and Other Taxes covered by the income or profits of such Lender or the Administrative AgentSection 4.11 and Excluded Taxes), or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsExcluded Taxes) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent or any Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase impose, increase, or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, compulsory loan, insurance charge, assessment, liquidity, capital adequacy adequacy, or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions conditions, cost or expense or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Bank’s Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such Lender's Bank’s Commitment forms a part; , and the result of any of the foregoing is:
(i) to increase by an amount deemed by such Bank to be material with respect to the cost to any Lender Bank of making, continuing, converting to, funding, issuing, renewing, extending extending, or maintaining any of the Loans or such Lender's Commitment or any Letter of CreditBank’s Commitment, or
(ii) to reduce reduce, by an amount deemed by such Bank or the Administrative Agent, as the case may be, to be material, the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such Lender's Bank’s Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment that, but for such conditions or to requirements described in clauses (a) through (d), would not be payable hereunder, or forego any interest or Reimbursement Obligation or other sum that, but for such conditions or requirements described in clauses (a) through (d), would be payable to such Bank or the Administrative Agent hereunder, in any case the amount of which payment or foregone interest or Reimbursement Obligation or other sum is deemed by such Bank or the Administrative Agent, as the case may be, to be material and is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or (as the case may be) the Administrative Agent from the Borrower Borrowers hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower Borrowers will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time (such demand to be made in any case not later than the first to occur of (I) the date one year after such event described in clause (i), (ii), or (iii) giving rise to such demand, and (II) the date ninety (90) days after both the payment in full of all Outstanding Loans, and the termination of the Commitments) and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Administrative Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Administrative Agent for such additional cost, reduction, payment or payment, foregone interest or other sum. Subject to the terms specified above in this Section 4.6, PROVIDED that such Lender is generally imposing the obligations of the Borrowers under this Section 4.6 shall survive repayment of the Loans and termination of the Commitments. For the avoidance of doubt, this Section 4.6 shall apply to all requests, rules, guidelines or directives issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar charges on its other similarly situated borrowersauthority) of the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Alliancebernstein L.P.), Revolving Credit Agreement (Alliancebernstein Holding L.P.)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), Change in Law shall:
(a) subject any Lender or the Administrative Agent Recipient to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment or the Loans Taxes (other than taxes based upon (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 measured by the income other obligations, or profits of such Lender its deposits, reserves, other liabilities or the Administrative Agent)capital attributable thereto, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender Bank under this Agreement or the other Loan Documents, or
(c) impose or impose, increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans byby or participated in, or letters of credit issued byby or participated in, or commitments of an office of any LenderBank or any Fronting Bank, or
(d) impose on any Lender Bank, any Fronting Bank or the Administrative Agent or any applicable interbank market any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Bank’s Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's Bank’s Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank or any Fronting Bank of making, funding, issuing, renewing, extending extending, participating in, converting, continuing or maintaining any of the Loans or such Lender's Bank’s Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank, such Fronting Bank or the Administrative Agent hereunder on account of such Lender's Bank’s Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender Bank, such Fronting Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank, such Fronting Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after demand made notice by the Agent, such Lender Fronting Bank or such Bank (as such notice to be given promptly by the case may be) Agent, such Fronting Bank or such Bank upon the Administrative Agent making of any such determination), at any time and from time to time and as often as the occasion therefor may arise, within but subject to the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Datelimitations set forth in §5.8, if sooner) pay to such Lender Bank, such Fronting Bank or the Agent such additional amounts as such Lender Bank, such Fronting Bank or the Agent shall determine in good faith to be sufficient to compensate such Lender Bank, such Fronting Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED provided that such Lender Bank, such Fronting Bank or the Agent is generally imposing similar such charges on its the Borrower in a non-discriminatory manner, as determined in good faith by the Agent without any obligation to disclose the identity of any other similarly situated borrowersborrower or credit facility.
Appears in 2 contracts
Sources: Credit Agreement (Boston Properties LTD Partnership), Credit Agreement (Boston Properties LTD Partnership)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereofIf any future applicable, if or any change in the application or interpretation of any present or future applicable lawapplicable, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority Government Mandate (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction deduction, or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Creditsuch Bank’s Commitment, such Lender's Commitment or the Loans (other than taxes based upon or measured Indemnified Taxes and Other Taxes covered by the income or profits of such Lender or the Administrative AgentSection 4.11 and Excluded Taxes), or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsExcluded Taxes) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent or any Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase impose, increase, or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, compulsory loan, insurance charge, assessment, liquidity, capital adequacy adequacy, or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions conditions, cost or expense or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Bank’s Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such Lender's Bank’s Commitment forms a part; , and the result of any of the foregoing is:
(i) to increase by an amount deemed by such Bank to be material with respect to the cost to any Lender Bank of making, continuing, converting to, funding, issuing, renewing, extending extending, or maintaining any of the Loans or such Lender's Commitment or any Letter of CreditBank’s Commitment, or
(ii) to reduce reduce, by an amount deemed by such Bank or the Administrative Agent, as the case may be, to be material, the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such Lender's Bank’s Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment that, but for such conditions or to requirements described in clauses (a) through (d), would not be payable hereunder, or forego any interest or Reimbursement Obligation or other sum that, but for such conditions or requirements described in clauses (a) through (d), would be payable to such Bank or the Administrative Agent hereunder, in any case the amount of which payment or foregone interest or Reimbursement Obligation or other sum is deemed by such Bank or the Administrative Agent, as the case may be, to be material and is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or (as the case may be) the Administrative Agent from the Borrower Borrowers hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower Borrowers will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time (such demand to be made in any case not later than the first to occur of (I) the date one year after such event described in clause (i), (ii), or (iii) giving rise to such demand, and (II) the date ninety (90) days after both the payment in full of all Outstanding Loans, and the termination of the Commitments) and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Administrative Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Administrative Agent for such additional cost, reduction, payment or payment, foregone interest or other sum. Subject to the terms specified above in this Section 4.6, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowersthe obligations of the Borrowers under this Section 4.6 shall survive repayment of the Loans and termination of the Commitments.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Alliancebernstein Holding L.P.), Revolving Credit Agreement (Alliancebernstein L.P.)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of CreditCredit or participations therein, such Lender's Commitment or the Loans or participations therein (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued byby or participated in, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's Commitment forms a part; , and the result of any of the foregoing is:
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of CreditCredit or participations therein, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the LoansLoans or any participations therein, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower Borrowers hereunder; then, then; and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower Borrowers will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that sum (after such Lender is shall have allocated the same fairly and equitably among all customers of any class generally imposing similar charges on its other similarly situated borrowersaffected thereby).
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Nationsrent Inc), Revolving Credit and Term Loan Agreement (Nationsrent Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative any Lender or Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans Loans, or such Lender's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative such Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or such Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or such Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 2 contracts
Sources: Bridge Term Loan Credit Agreement (Whitehall Jewellers Inc), Intercreditor Agreement (Prentice Capital Management, LP)
Additional Costs, Etc. Subject Notwithstanding anything herein to Sections 4.11 and 4.12 hereofthe contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Loans Loan (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans Advances or any other amounts payable to the Administrative Agent or any Lender Bank under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the LoansAdvances, such LenderBank's Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such LenderBank's Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans Advances or such LenderBank's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit Commitment or any of the LoansAdvances, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty fifteen (3015) days after of demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender Bank or the Agent shall determine in good faith to be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, PROVIDED that generally applied by such Lender is generally imposing similar charges on its other similarly situated borrowersBank or the Agent.
Appears in 2 contracts
Sources: Construction Loan Agreement (Walden Residential Properties Inc), Construction Loan Agreement (Walden Residential Properties Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent Bank by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall:
(a) subject any Lender or the Administrative Agent such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank imposed by the jurisdiction of its incorporation or organization, or the Administrative Agentlocation of its lending office), ; or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to any Lender such Bank of the principal or of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender such Bank under this Agreement or the other Loan Documents, ; or
(c) except as provided in Section 5.6 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the applicable rate for Competitive Bid Loans, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued bycommitments of, or commitments of an office of any LenderBank with respect to this Agreement, the other Loan Documents, such Bank's Commitment or the Loans; or
(d) impose on any Lender or the Administrative Agent such Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, Commitment or any class of loans, letters of credit loans or commitments of which any of the Loans or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is:
(i) to increase the cost to any Lender such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or any Letter issuing or participating in Letters of Credit, or;
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent Bank hereunder on account of such LenderBank's Commitment, any Letter of Credit the Loans or any of the Loans, Reimbursement Obligations; or
(iii) to require such Lender or the Administrative Agent Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent Bank from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent Bank at any time and from time to time and as often as the occasion therefor therefore may arise, within arise (which demand shall be accompanied by a statement setting forth the shorter basis of such maximum allowable period as permitted by law or demand which shall be conclusive absent manifest error), pay such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender such reasonable additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank for such additional costcosts, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 2 contracts
Sources: Quarterly Report, Revolving Credit Agreement (Waste Management Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable lawChange in Law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Term Loans or any other amounts payable to any Lender or the Administrative Agent under this Loan Agreement or any Lender under this Agreement or of the other Loan Documents, or
(cb) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Loan Agreement) any special deposit, reservereserve (other than reserves included within the definition of Eurocurrency Reserve Rate), assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or
(dc) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Loan Agreement, the other Loan Documents, any Letters of Credit, the Term Loans, such Lender's Commitment, or any class of loans, letters of credit or commitments of which any of the Term Loans or such Lender's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of CreditTerm Loans, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment’s Term Loan, any Letter of Credit or any of the Loansthen, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable extent that such cost or deemed received expense related to the items mentioned under §5.6 above is imposed by such Lender on all loans of similar terms and conditions as this Loan Agreement and is not otherwise reflected in the Base Rate or the Administrative Agent from the Borrower hereunderEurodollar Rate (as then applicable), then; such Lender shall confirm in writing that such cost or expense is applied to all loans of similar terms and conditions as this Loan Agreement, and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower willshall promptly pay, within thirty (30) days after upon written notice from and demand made by such Lender or (with a copy of such notice and demand to the Administrative Agent) or, as the case may be) , by the Administrative Agent, on the Borrower, to the Administrative Agent at any time and from time to time and as often for the account of such Lender or, as the occasion therefor case may arisebe, for the account of the Administrative Agent, within five (5) Business Days after the shorter date of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Datenotice and demand, if sooner) pay to such Lender such additional amount or amounts as such Lender shall determine in good faith to be sufficient to compensate such Lender or, as the case may be, the Administrative Agent for such additional cost, reduction, payment costs incurred or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowersreduction suffered.
Appears in 2 contracts
Sources: Term Loan Agreement (CAI International, Inc.), Term Loan Agreement (CAI International, Inc.)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)law)(including, without limitation, regardless of the date enacted, adopted or issued: (x) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III) shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment ’s Commitments or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Commitment’s Commitments, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's Commitment forms ’s Commitments form a part; and the result of any of the foregoing is
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment ’s Commitments, or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit ’s Commitments or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower Borrowers hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower Borrowers will, within thirty (30) days after of demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender such additional amounts as such Lender shall determine in good faith to be sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED provided that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Life Storage Lp), Revolving Credit and Term Loan Agreement (Sovran Self Storage Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any future applicable law or any change in any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) : subject any Lender Lender, the Agents, the Acceptance Bank or the Administrative Agent Issuing Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of CreditCredit Instrument, such Lender's Commitment Commitment, Loans or the Loans Credit Instrument Participations (other than taxes based upon or measured by the income or profits of such Lender or Lender, the Administrative Agent, the Acceptance Bank or the Issuing Bank), or
(b) or materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or Credit Instrument Participation or any other amounts payable to any Lender, the Administrative Agent Agents, the Acceptance Bank or the Issuing Bank under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) or impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or
(d) the Acceptance Bank or the Issuing Bank, or impose on any Lender Lender, the Agents, the Acceptance Bank or the Administrative Agent Issuing Bank any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of CreditCredit Instrument, the Loans, such Lender's CommitmentCommitment or Credit Instrument Participations, or any class of loans, letters of credit credit, bankers' acceptances or commitments of which any of the Loans or such Lender's Commitment or Credit Instrument Participation forms a part; , and the result of any of the foregoing is
(i) to increase the cost to the Acceptance Bank or the Issuing Bank or any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment Commitment, any Credit Instrument or any Letter of CreditCredit Instrument Participation, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Lender, the Agents, the Acceptance Bank or the Administrative Agent Issuing Bank hereunder on account of such Lender's Commitment, any Letter of Credit or Instrument, any of the LoansLoans or any Credit Instrument Participation, or
(iii) to require such Lender Lender, the Agents, the Acceptance Bank or the Administrative Agent Issuing Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Lender, the Agents, the Acceptance Bank or the Administrative Agent Issuing Bank from the Borrower Borrowers hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower Borrowers will, within thirty (30) days after upon demand made by such Lender Lender, the Agents, the Acceptance Bank or the Issuing Bank (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Lender, the Agents, the Acceptance Bank or the Issuing Bank such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Lender, the Agent, the Acceptance Bank or the Issuing Bank for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 2 contracts
Sources: Credit Agreement (Baker J Inc), Credit Agreement (Baker J Inc)
Additional Costs, Etc. Subject If any change to Sections 4.11 and 4.12 hereof, if any present law or any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Revolving Credit Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, Revolving Credit Commitment or any class of loans, letters of credit or commitments of which any of the Loans or such LenderBank's Revolving Credit Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or Loans, such LenderBank's Commitment Revolving Credit Commitment, or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Revolving Credit Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers. The Borrower may take the actions permitted by Section 6.12 to replace any Bank requiring the Borrower to pay additional costs incurred under this Section 6.7.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Restaurant Co), Revolving Credit Agreement (Perkins Finance Corp)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or Agent) which could also affect other similar agreements, loans, letters of credit or commitments of such Bank or Agent, as the Administrative Agent)case may be, or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to the Administrative any Bank or Agent or any Lender under this Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, or any class of loans, letters of credit or commitments of which any of the Loans Loans, the Letters of Credit or such LenderBank's Commitment forms a part; , which could also affect other similar agreements, loans, letters of credit or commitments of such Bank or Agent, as the case may be, and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower or the Canadian Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower willor the Canadian Borrower, within thirty as applicable, will (30) days after to the extent lawful), upon demand made by such Lender Bank or (as the case may be) the Administrative such Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the applicable Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or such Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Allied Holdings Inc), Revolving Credit Agreement (Allied Holdings Inc)
Additional Costs, Etc. Subject Notwithstanding anything herein to Sections 4.11 and 4.12 hereofthe contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment (including the Swing Loan Commitment) or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender Bank under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued byfrom, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment (including the Swing Loan Commitment), or any class of loans, letters of credit loans or commitments of which any of the Loans or such LenderBank's Commitment (including the Swing Loan Commitment) forms a part; and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or any Letter of Credit(including the Swing Loan Commitment), or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment (including the Swing Loan Commitment, any Letter of Credit ) or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower Borrowers hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower Borrowers will, within thirty fifteen (3015) days after of demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender Bank or the Agent shall determine in good faith to be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, PROVIDED that generally applied by such Lender is generally imposing similar charges on its other similarly situated borrowersBank or the Agent.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Walden Residential Properties Inc), Revolving Credit Agreement (Walden Residential Properties Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent Bank by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall:
(a) subject any Lender or the Administrative Agent such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender's Bank’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank imposed by the jurisdiction of its incorporation or organization, or the Administrative Agentlocation of its lending office), ; or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to any Lender such Bank of the principal or of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender such Bank under this Agreement or the other Loan Documents, ; or
(c) except as provided in §5.6 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the applicable rate for Competitive Bid Loans, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued bycommitments of, or commitments of an office of any LenderBank with respect to this Agreement, the other Loan Documents, such Bank’s Commitment or the Loans; or
(d) impose on any Lender or the Administrative Agent such Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Commitment, Bank’s Commitment or any class of loans, letters of credit loans or commitments of which any of the Loans or such Lender's Bank’s Commitment forms a part; , and the result of any of the foregoing is:
(i) to increase the cost to any Lender such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Bank’s Commitment or any Letter issuing or participating in Letters of Credit, or;
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent Bank hereunder on account of such Lender's Bank’s Commitment, any Letter of Credit the Loans or any of the Loans, Reimbursement Obligations; or
(iii) to require such Lender or the Administrative Agent Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent Bank from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent Bank at any time and from time to time and as often as the occasion therefor may arise, within arise (which demand shall be accompanied by a statement setting forth the shorter basis of such maximum allowable period as permitted by law or demand which shall be conclusive absent manifest error), pay such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender such reasonable additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank for such additional costcosts, reduction, payment or foregone interest or other sum; provided that the determination and allocation of amounts, PROVIDED if any, claimed by any Bank under this Section 5.5 are made on a reasonable basis in a manner consistent with such Bank’s treatment of customers of such Bank that such Lender is Bank considers, in its reasonable discretion, to be similar to the Borrower and having generally imposing similar charges on its other similarly situated borrowersprovisions in their agreements with such Bank.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Waste Management Inc), Revolving Credit Agreement (Waste Management Inc)
Additional Costs, Etc. Subject If any change after the Closing Date to Sections 4.11 and 4.12 hereof, any present applicable law or if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Revolving Credit Loans, such LenderBank's Commitment, or any class of loans, letters of credit loans or commitments of which any of the Revolving Credit Loans or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is:
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such LenderBank's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit or any of the Revolving Credit Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; and , in each such case arising and to the extent that the amount such additional cost, reduction, payment, foregone interest or occurring other sum is not reflected in the immediately preceding 365 days from such demandBase Rate or the Eurodollar Rate, the Borrower will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sumsum (without duplication for recovery of such amounts under any other provision hereof), PROVIDED that the Borrower shall not be liable to any Bank or the Agent for costs incurred more than sixty (60) days prior to receipt by the Borrower of such Lender is generally imposing similar charges on its other similarly situated borrowersdemand for payment from such Bank or (as the case may be) the Agent unless such costs were incurred prior to such 60-day period solely as a result of such present or future applicable law being retroactive to a date which occurred prior to such 60-day period.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Staples Inc), Revolving Credit Agreement (Staples Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but if not having the force of law, then generally applied by the Banks or the Agent with respect to similar loans), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender's Bank’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender Bank under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Bank’s Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's Bank’s Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Bank’s Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such Lender's Bank’s Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after demand made notice by the Agent or such Lender Bank (such notice to be given promptly by the Agent or (as such Bank upon the case may be) the Administrative Agent making of any such determination), at any time and from time to time and as often as the occasion therefor may arise, within but subject to the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Datelimitations set forth in §5.7, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender Bank or the Agent shall determine in good faith to be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED provided that such Lender Bank or the Agent is generally imposing similar charges on its other similarly situated borrowers.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Boston Properties Inc), Revolving Credit Agreement (Boston Properties Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)law)(including, without limitation, regardless of the date enacted, adopted or issued: (x) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III) shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment Commitments or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's CommitmentCommitments, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's Commitment forms Commitments form a part; and the result of any of the foregoing is
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment Commitments, or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit Commitments or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower Borrowers hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower Borrowers will, within thirty (30) days after of demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender such additional amounts as such Lender shall determine in good faith to be sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED provided that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Sovran Self Storage Inc), Revolving Credit and Term Loan Agreement (Sovran Self Storage Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender's ’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderLender(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), or
(d) 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
(e) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's ’s Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's ’s Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's ’s Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's ’s Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from either of the Borrower Borrowers hereunder, then; , and in each such case arising or occurring case, BGI will, and, solely in the immediately preceding 365 days case of amounts arising from such demandthe ▇▇▇▇▇▇ Switzerland Loans, the Borrower ▇▇▇▇▇▇ Switzerland will, within thirty (30) 30 days after of demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Administrative Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Barnes Group Inc), Senior Unsecured Revolving Credit Agreement (Barnes Group Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(ai) subject any Lender or Subject the Administrative Agent Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender's the Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative AgentBank), ; or
(bii) materially Materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender the Bank of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender Bank under this Agreement or the other Loan Documents, ; or
(ciii) impose Impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, the Bank; or
(div) impose Impose on any Lender or the Administrative Agent Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's the Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such Lender's the Commitment forms a part; and the result of any of the foregoing is:
(iA) to increase the cost to any Lender the Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of Credit, the Commitment; or
(iiB) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent Bank hereunder on account of such Lender's Commitment, any Letter of Credit the Commitment or any of the Loans, ; or
(iiiC) to require such Lender or the Administrative Agent Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent Bank from the Borrower Borrowers hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower Borrowers will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent Bank at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender the Bank such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender the Bank for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that . The Bank shall use reasonable efforts to provide the Borrowers with prompt notice of any such Lender is generally imposing similar charges on its other similarly situated borrowersadditional amounts which are or will become due hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Eltrax Systems Inc), Revolving Credit Agreement (Eltrax Systems Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, law which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued Loans by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's the Total Commitment, or any class of loans, letters of credit Loans or commitments of which any of the Loans or such Lender's the Total Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit the Commitments or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Agent, to the extent permitted by law, such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 2 contracts
Sources: Credit Agreement (Liberty Property Limited Partnership), Credit Agreement (Liberty Property Limited Partnership)
Additional Costs, Etc. Subject to Sections 4.11 If any change from and 4.12 hereof, if after the date hereof in any present or future applicable law, law which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued Loans by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's the Commitment, or any class of loans, letters of credit Loans or commitments of which any of the Loans or such Lender's the Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit the Commitments or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Agent, to the extent permitted by law, such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 2 contracts
Sources: Revolving Credit and Guaranty Agreement (Sl Green Realty Corp), Revolving Secured Credit and Guaranty Agreement (Sl Green Realty Corp)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but if not having the force of law, then generally applied by the Banks with respect to similar loans), shall:
(a) subject any Lender or the Administrative Agent Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative AgentBank), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to the Administrative Agent or any Lender Bank under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender or the Administrative Agent Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Revolving Credit Loans, such LenderBank's Commitment, or any class of loans, letters of credit loans or commitments of which any of the Revolving Credit Loans or such LenderBank's Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any Lender such Bank of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such LenderBank's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent Bank hereunder on account of such LenderBank's Commitment, any Letter of Credit Commitment or any of the Revolving Credit Loans, or
(iii) to require such Lender or the Administrative Agent Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent Bank from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent Bank at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank such additional amounts as such Lender Bank shall determine in good faith to be sufficient to compensate such Lender Bank for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED provided that such Lender Bank is generally imposing similar charges on its other similarly situated borrowers.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Grove Property Trust), Revolving Credit Agreement (Grove Real Estate Asset Trust)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or Fronting Bank, the Administrative Issuing Bank, or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment Commitment, the Loans or the any payment of interest or fees payable with respect to any Loans (other than taxes based upon or measured by the income or profits of such Lender, Issuing Bank, Fronting Bank or Agent, or bank franchise taxes), but including any tax or withholding applicable to any payment to be made by a Fronting Bank to the Agent pursuant to Section 6.3.2(a), or by any Lender or to the Administrative Agent)Agent for the account of a Fronting Bank pursuant to Section 6.12.2, or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsprofits or bank franchise taxes) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, 51 -44- or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an any office of any LenderLender (including any Fronting Bank or the Issuing Bank), and including, without limitation, any MLA costs with respect to Sterling Facility Loans or indemnification obligations of any Lender with respect thereto, or
(d) impose on any Lender (including any Fronting Bank or the Administrative Issuing Bank) or the Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower Borrowers hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demand, the Borrower willcase, within thirty fifteen (3015) days after demand made by such Lender or Fronting Bank or (as the case may be) the Administrative Agent or the Issuing Bank at any time and from time to time and as often as the occasion therefor may arise, within the shorter Borrowers will (but, in the case of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence GmbH, subject to Section 30 of the Maturity Date, if soonerGmbH Act of Germany) jointly and severally pay to such Lender Lender, Fronting Bank, Agent or Issuing Bank such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Lender, Fronting Bank, Agent or Issuing Bank, as the case may be, for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent Bank by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall:
(a) subject any Lender or the Administrative Agent such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank imposed by the jurisdiction of its incorporation or organization, or the Administrative Agentlocation of its lending office), ; or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to any Lender such Bank of the principal or of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender such Bank under this Agreement or the other Loan Documents, ; or
(c) except as provided in Section 6.5 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the Competitive Bid Rate, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued bycommitments of, or commitments of an office of any LenderBank with respect to this Agreement, the other Loan Documents, such Bank's Commitment or the Loans; or
(d) impose on any Lender or the Administrative Agent such Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, Commitment or any class of loans, letters of credit loans or commitments of which any of the Loans or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is:
(i) to increase the cost to any Lender such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or any Letter issuing or participating in Letters of Credit, or;
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent Bank hereunder on account of such LenderBank's Commitment, any Letter of Credit the Loans or any of the Loans, Reimbursement Obligations; or
(iii) to require such Lender or the Administrative Agent Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent Bank from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent Bank at any time and from time to time and as often as the occasion therefor therefore may arise, within arise (which demand shall be accompanied by a statement setting forth the shorter basis of such maximum allowable period as permitted by law or demand which shall be conclusive absent manifest error), pay such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender such reasonable additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank for such additional costcosts, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and policies, requests, directives, instructions instructions, guidelines and notices at any time or from time to time hereafter thereafter made upon or otherwise issued to the Agent or any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender the Agent or the Administrative Agent Lenders to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment Documents or the Loans (other than taxes based upon or measured by the income or profits of such Lender the Agent or the Administrative AgentLenders), ; or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender the Agent or the Lenders of the principal of or the interest on any the Loans or any other amounts payable to the Administrative Agent or any Lender the Lenders under this Agreement or the other Loan Documents, ; or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, the Agent or the Lenders; or
(d) impose on any Lender the Agent or the Administrative Agent Lenders any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, or the Loans, such Lender's Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's Commitment forms a part; and the result of any of the foregoing is:
(i) to increase the cost to any Lender the Agent or the Lenders of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of Credit, Loans; or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender the Agent or the Administrative Agent Lenders hereunder on account of such Lender's Commitment, any Letter of Credit or any of the Loans, ; or
(iii) to require such Lender the Agent or the Administrative Agent Lenders to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender the Agent or the Administrative Agent Lenders from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower willshall, within thirty (30) days after upon demand made by such Lender the Agent or (as the case may be) the Administrative Agent Lenders at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender such additional amounts as such Lender shall determine in good faith to be sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.as
Appears in 1 contract
Sources: Loan and Security Agreement (Silverleaf Resorts Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank, any Letter of Credit Bank, or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank, any Letter of Credit Bank, or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank, such Letter of Credit Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank or Letter of Credit Bank, or
(d) impose on any Lender Bank, any Letter of Credit Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank or Letter of Credit Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or issuing any Letter of Credit or such LenderBank's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender Bank, such Letter of Credit Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank, such Letter of Credit Bank or the Administrative Agent from the Borrower Borrowers hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower Borrowers will, within thirty (30) days after upon demand made by such Lender Bank, such Letter of Credit Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank, such Letter of Credit Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank, such Letter of Credit Bank or the Agent for such 55 -47- additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers. This Section 5.7 shall survive the termination of the Commitments and the payment of the Obligations.
Appears in 1 contract
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, law which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued Loans by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's the Commitment, or any class of loans, letters of credit Loans or commitments of which any of the Loans or such Lender's the Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit the Commitments or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Agent, to the extent permitted by law, such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Credit Agreement (Liberty Property Limited Partnership)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but if not having the force of law, then generally applied by the Banks with respect to similar loans), shall:
(a) subject any Lender or the Administrative Agent Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative AgentBank), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to the Administrative Agent or any Lender Bank under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender or the Administrative Agent Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Revolving Credit Loans, such LenderBank's Commitment, or any class of loans, letters of credit loans or commitments of which any of the Revolving Credit Loans or such LenderBank's Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any Lender such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or Revolving Credit Loans, any Letter of CreditCredit or such Bank's Commitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent Bank hereunder on account of such LenderBank's Commitment, any Letter of Credit Commitment or any of the LoansRevolving Credit Loans or any Letter of Credit, or
(iii) to require such Lender or the Administrative Agent Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent Bank from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent Bank at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank such additional amounts as such Lender Bank shall determine in good faith to be sufficient to compensate such Lender Bank for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED provided that such Lender Bank is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereofIf any introduction, if adoption or change in any present applicable law or future applicable lawregulation, which expression, as used herein, includes statutes, rules and regulations thereunder and or changes in the interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy liquidity or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or any Letter of CreditCredit if such Bank deems such cost to be material, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after will promptly upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts (but without duplication for amounts paid pursuant to another provision of this Credit Agreement) as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Flextronics International LTD)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any future applicable law or any change in any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of CreditCredit Instruments, such Lender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of CreditCredit Instruments, the Loans, such Lender's Commitment, or any class of loans, letters of credit credit, bankers' acceptances or commitments of which any of the Loans or such Lender's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of CreditCredit Instrument, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit Instrument or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower Borrowers hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower Borrowers will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Administrative Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Credit Agreement (Starter Corp)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereofIf any change in, if or change in the application or interpretation of, any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter (or, as to any Person which becomes a Bank hereunder after the Closing Date, such date on which such Person becomes a Bank hereunder) made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or any branch or lending office thereof or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for or specifically excluded elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Revolving Credit Loans, such LenderBank's Commitment, or any class of loans, letters of credit or commitments of which any of the Revolving Credit Loans or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such LenderBank's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit or any of the Revolving Credit Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Dateand without duplication for any amounts paid pursuant to §6.2 hereof, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Tranche A Commitment or Tranche B Commitment or any of the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent or any Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Tranche A Commitment or Tranche B Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such LenderBank's Tranche A Commitment or Tranche B Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Tranche A Commitment or any Letter of CreditTranche B Commitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit Tranche A Commitment or Tranche B Commitment or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Revolving Credit Agreement (Silverleaf Resorts Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any change in any present applicable law or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Revolving Credit Loans, such LenderBank's Commitment, or any class of loans, letters of credit credit, or commitments of which any of the Revolving Credit Loans or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank by an amount which such Bank deems to be material of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such LenderBank's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit Commitment or any of the Revolving Credit Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after demand made by upon receipt of the certificate referred to in ss.4.9 from such Lender or (Bank or, as the case may be) , the Administrative Agent Agent, at any time and from time to time and as often as the occasion therefor thereof may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Revolving Credit Agreement (Freedom Securities Corp /De/)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of CreditCredit or participations therein, such LenderBank's Commitment or the Loans or participations therein (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued byby or participated in, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is:
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or any Letter of CreditCredit or participations therein, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit or any of the LoansLoans or any participations therein, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower Borrowers hereunder; then, then; and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower Borrowers will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent Bank at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that sum (after such Lender is Bank shall have allocated the same fairly and equitably among all customers of any class generally imposing similar charges on its other similarly situated borrowersaffected thereby).
Appears in 1 contract
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if (a) If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), Change in Law shall:
(ai) subject any Lender or the Administrative Agent L/C Issuer to any tax, levy, impost, duty, charge, fee, deduction or withholding tax of any nature kind whatsoever with respect to this Agreement, the other Loan Documents, any Letters Letter of Credit, such Lender's Commitment any participation in a Letter of Credit or any Eurocurrency Rate Loan made by it, or change the Loans (other than taxes based upon or measured by the income or profits basis of taxation of payments to such Lender or the Administrative AgentL/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by §4.4 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer), ; or
(bii) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender under this Agreement or the other Loan Documents, or
(ciii) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued Loans by, or commitments of an office of any LenderLender (except any reserve requirement contemplated by §4.5(b)), or
(div) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's the Total Commitment, or any class of loans, letters of credit Loans or commitments of which any of the Loans or such Lender's the Total Commitment forms a part; and the result of any of the foregoing is
(iA) to increase the cost to any such Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of Credit’s Commitment, or
(iiB) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit the Commitments or any of the Loans, or
(iiiC) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) ten days after demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence submission of the Maturity Dateapplicable certificate pursuant to §4.7, if sooner) pay to such Lender or the Agent, to the extent permitted by law, such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED provided that the Borrower shall not be required to compensate a Lender or the Agent pursuant to this Section for any such additional amounts incurred more than 180 days prior to the date that such Lender or the Agent, as the case may be, provides notice thereof to the Borrower; provided further that, if the event giving notice to such additional amount is generally imposing retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. Notwithstanding the foregoing provisions of this Section, neither any Lender, the Agent nor the L/C Issuer shall be entitled to a payment pursuant to this Section if it is not at the time the general policy or practice of the Lender, the Agent or the L/C Issuer to demand such a payment in similar charges on its other similarly situated borrowerscircumstances in similar credit agreements.
Appears in 1 contract
Sources: Credit Agreement (Liberty Property Limited Partnership)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any future applicable law or any change in any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender's ’s Tranche A Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's ’s Tranche A Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's ’s Tranche A Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's ’s Tranche A Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's ’s Tranche A Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Administrative Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, law which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
: (a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender Bank under this Agreement or the other Loan Documents, or
or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
or (d) impose on any Lender or the Administrative Agent Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's the Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such Lender's the Commitment forms a part; and the result of any of the foregoing is
is (i) to increase the cost to any Lender such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment Commitment, or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit the Commitments or any of the Loans, or
or (iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent, to the extent permitted by law, such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Loan Agreement (Liberty Property Limited Partnership)
Additional Costs, Etc. Subject Notwithstanding anything herein to Sections 4.11 and 4.12 hereofthe contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender Bank under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such LenderBank's Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit Commitment or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; and in each such case arising or occurring in the immediately preceding 365 days from such demand, the Borrower will, within thirty (30) days after demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender such additional amounts as such Lender shall determine in good faith to be sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.,
Appears in 1 contract
Sources: Revolving Credit Agreement (Crescent Real Estate Equities Co)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, any Letters of Credit, the other Loan Documents, any Letters of Credit, such Lender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative AgentAgent or franchise taxes), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans Agent under this Credit Agreement or any other amounts payable to the Administrative Agent or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued or participated in by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, any Letters of Credit, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's Commitment forms a part; , and the result of any of the foregoing is:
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending extending, participating in or maintaining any of the Loans or such Lender's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount amounts payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower Borrowers hereunder, then; and in each such case arising or occurring in the immediately preceding 365 days from such demand, the Borrower will, within thirty (30) days after demand made by then such Lender or the Agent (as the case may be) shall so notify the Administrative Agent at any time and from time Borrowers (which notice shall include a brief statement of the basis for the determination thereof), and, to time and as often as the occasion therefor may arise, within extent that the shorter costs of such maximum allowable period as permitted by law change are material and are not reflected in the Base Rate or Eurodollar Rate, or other amounts charged to the Borrowers hereunder, the Borrowers and such Lender's internal policies (but no longer than one year Lender or the occurrence of Agent shall thereafter attempt to negotiate an adjustment to the Maturity Date, if sooner) pay to such Lender such additional amounts as such Lender shall determine in good faith to be sufficient to compensation payable hereunder which will adequately compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED that . If the Borrowers and such Lender is generally imposing similar charges or the Agent (as the case may be) are unable to agree to such adjustment within forty- five (45) days following the day on its which the Borrowers receive such notice (but not earlier than the effective date of any such 44 -38- change), then commencing on the date of such notice, the amounts payable by the Borrowers hereunder shall increase by an amount which will, in such Lender's or (as the case may be) the Agent's reasonable determination, provide adequate compensation for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other similarly situated borrowerssum. In making any determinations contemplated by this Section 5.7, any Lender or the Agent may make such reasonable estimates, assumptions, allocations and the like as such Lender or the Agent in good faith determines to be appropriate, and such Lender's or the Agent's selection thereof and the determination made by it on the basis thereof, shall be final, binding and conclusive on the Borrowers except, in the case of such determination, for manifest errors in computations or transmission.
Appears in 1 contract
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender's ’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative any Lender or Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's ’s Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's ’s Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans Loans, or such Lender's Commitment or any Letter of Credit’s Commitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's ’s Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative such Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or such Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or such Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Intercreditor and Lien Subordination Agreement (Whitehall Jewellers Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which --------------------- expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for in (S)8.8 or elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(db) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, such Bank's Expansion Commitment or any class of loans, letters of credit or commitments of which any of the Loans or such LenderBank's Commitment or Expansion Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or Expansion Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment or Expansion Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum; provided, PROVIDED that however, the Borrower shall not -------- ------- be liable for any increased amounts incurred or accrued more than 90 days prior to the giving by such Lender is generally imposing similar charges on its other similarly situated borrowersBank or (as the case may be) the Agent to the Borrower of the demand for such increased amounts.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Petro Stopping Centers L P)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Revolving Credit Loans, such LenderBank's Commitment, or any class of loans, letters of credit or commitments of which any of the Loans Revolving Credit Loans, Letters of Credit or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is:
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such LenderBank's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit or any of the Revolving Credit Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. On or before the date it becomes a party to this Credit Agreement and from time to time thereafter upon any change in status rendering any certificate or document previously delivered pursuant to this (S)5.7 invalid or inaccurate, PROVIDED each Bank that is organized under the laws of a jurisdiction outside the United States shall (but, with respect to any renewal or change in status, if legally able to do so) deliver to the Borrower such certificates, documents or other evidence, as required by the Code or Treasury Regulations issued pursuant thereto, including Internal Revenue Service Form 1001 or Form 4224 and any other certificate or statement of exemption required by Treasury Regulation Section 1.1441-1, 1.1441-4 or 1.1441-6(c) or any subsequent version thereof or subsequent version thereto, properly completed and duly executed by such Bank establishing that such Lender payment is generally imposing similar charges (a) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with conduct by such Bank of a trade or business in the United States or (b) totally exempt from United States Federal withholding tax, or (other than in the case of such Bank on the date such Bank became a party to this Credit Agreement), subject to a reduced rate of such tax under a provision of an applicable tax treaty. The Borrower shall not be required to pay any additional amounts to any Bank pursuant to (S)5.3 or this (S)5.7 to the extent that the obligation to pay such additional amounts would not have arisen but for a failure by such Bank to comply with the provisions of the preceding sentence. Any Bank claiming any additional amounts payable pursuant to (S)5.3 or this (S)5.7 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested in writing by the Borrower or to change the jurisdiction of its applicable lending certificate office if the making of such a filing or change would avoid the need for or substantially reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole and absolute determination of such Bank be otherwise disadvantageous to such Bank, which 36 determination by such Bank shall be conclusive. If a Bank or the Agent shall become aware that it is entitled to receive a refund in respect of taxes as to which it has been indemnified by the Borrower pursuant to (S)5.3 or this (S)5.7, it shall promptly notify the Borrower of the availability of such refund and shall, within thirty (30) days after receipt of a request by the Borrower, apply for such refund at the Borrower's expense. If any Bank or the Agent, as applicable, receives a refund in respect of any taxes to which it has been indemnified by the Borrower pursuant to (S)5.3 or this (S)5.7, it shall promptly repay such refund to the Borrower (to the extent of amounts that have been paid by the Borrower under (S)5.3 or this (S)5.7 with respect to such refund), net of all out-of-pocket expenses (including taxes imposed with respect to such refund) of such Bank or the Agent, as applicable, and without interest; provided, however, that the Borrower, upon the request of such Bank or the Agent, as applicable, agrees to return such refund (plus penalties, interest or other similarly situated borrowerscharges) to such Bank or the Agent in the event such Bank or the Agent is required to repay such refund.
Appears in 1 contract
Sources: Revolving Credit Agreement (Jordan Telecommunication Products Inc)
Additional Costs, Etc. Subject Notwithstanding anything herein to Sections 4.11 and 4.12 hereofthe contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender Bank under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such LenderBank's Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit Commitment or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower willBorrower, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender Bank or the Agent shall determine in good faith to be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, PROVIDED that generally applied by such Lender is generally imposing similar charges on its other similarly situated borrowersBank or the Agent.
Appears in 1 contract
Sources: Revolving Credit Agreement (American Church Mortgage Co)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, law which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender Bank under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender or the Administrative Agent Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's the Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such Lender's the Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any Lender such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit the Commitments or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent, to the extent permitted by law, such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Term Loan Agreement (Liberty Property Limited Partnership)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent Bank by any central bank or other fiscal, monetary or other governmental authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent Bank to any tax, levy, impost, duty, duty charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any the Commitment or the Revolving Loans, Letters of Credit, such Lender's Commitment or the Loans Deferred Payment Sales (other than taxes based upon or measured by the income or profits of such Lender or the Administrative AgentBank), or
or (b) materially change the basis of taxation (except for changes change in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans Revolving Loan, Letters of Credit, Deferred Payment Sale Amount, or any other amounts payable to the Administrative Agent or any Lender Bank under this Agreement or any of the other Loan Documents, or
or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
or (d) impose on any Lender or the Administrative Agent Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, any the Commitment, the Revolving Loans, the Letters of Credit, the Loans, such Lender's CommitmentDeferred Payment Sales, or any class of loans, letters of credit loans or commitments of which any of the Loans Revolving Loans, the Letters of Credit, or such Lender's Commitment Deferred Payment Sales forms a part; , and the result of any of the foregoing is
: (i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter Revolving Loans, Letters of Credit, or
or Deferred Payment Sales or the Commitment, or (ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent Bank hereunder on account of such Lender's Commitment, any Letter of Credit the Commitment or any of the Revolving Loans, or
Letters of Credit, or Deferred Payment Sales, or (iii) to require such Lender or the Administrative Agent Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, hereunder the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent Bank from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent Bank at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Revolving Credit and Deferred Payment Sales Agreement (Andersen Group Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative AgentExcluded Taxes), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank (except to the extent already reflected in the calculation of the Eurocurrency Rate), or
(dc) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; and in each such case arising or occurring in the immediately preceding 365 days from such demand, the Borrower will, within thirty (30) days after demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender such additional amounts as such Lender shall determine in good faith to be sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.,
Appears in 1 contract
Sources: Revolving Credit Agreement (Sensormatic Electronics Corp)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereofIf any introduction, if adoption or change in --------------------- any present applicable law or future applicable lawregulation, which expression, as used herein, includes statutes, rules and regulations thereunder and or changes in the interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requeststhereof, directivesor the compliance with any guideline, instructions and notices at any time directive, or request promulgated or issued after the date hereof by or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary governmental or other authority regulatory body or official (whether or not having the force of law), ) shall:
(a) subject any Lender or the Administrative any Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, any Foreign Letters of Credit, such Lender's Commitment or fronting obligation or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative such Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent any Lender or any Lender Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative any Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, any Foreign Letters of Credit, the Loans, such Lender's Revolving Commitment, fronting obligations or Revolving Multicurrency Commitment, or any class of loans, letters of credit or commitments of which any of the Loans Loans, Letters of Credit, Foreign Letters of Credit or such Lender's Revolving Commitment, fronting obligations or Revolving Multicurrency Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment Revolving Commitment, fronting obligations, or Revolving Multicurrency Commitment, or any Letter of Credit or Foreign Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation, Foreign Reimbursement Obligation or other amount payable to such Lender or the Administrative such Agent hereunder on account of such Lender's Revolving Commitment, fronting obligations, or Revolving Multicurrency Commitment, any Letter of Credit, any Foreign Letter of Credit or any of the Loans, or
(iii) to require such Lender or the Administrative such Agent to make any payment or to forego any interest or Reimbursement Obligation interest, fee, or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation interest, fee, or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative such Agent from the Borrower Borrowers hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent or the Foreign Agent, the Borrower whose Loan, credit facility, Letter of Credit or Foreign Letter of Credit is giving rise to any of the foregoing will at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or such Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or such Agent for such additional cost, reduction, payment or foregone interest interest, fee, or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Multicurrency Revolving Credit and Term Loan Agreement (Samsonite Holdings Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative any Lender or Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans Loans, or such Lender's Commitment Commitment, or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the Loans, or
or (iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative such Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or such Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or such Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules rules, orders and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Revolving Credit Loans, such Lender's Commitment, or any class of loans, letters of credit or commitments of which any of the Revolving Credit Loans or such Lender's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such Lender's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit Commitment or any of the Revolving Credit Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower Borrowers hereunder, or
(e) impose on any Lender or the Administrative Agent any Mandatory Costs with respect to this Credit Agreement, the other Loan Documents, such Lender's Commitment or the Revolving Credit Loans, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower Borrowers will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Administrative Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender's Revolving Credit Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans Loans by, or letters Letters of credit Credit issued by, or commitments Revolving Credit Commitment of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Revolving Credit Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's Revolving Credit Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Revolving Credit Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Revolving Credit Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower Borrowers hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower Borrowers will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Administrative Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Iesi Corp)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
: (a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement, the Notes or any Lender under this Agreement or of the other Loan Documents, or
or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans Loans by, or letters Letters of credit Credit issued by, or commitments of an office of any Lender, or
or (d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Commitment, or any class of loansLoans, letters Letters of credit Credit or commitments of which any of the Loans or such Lender's Commitment forms a part; , and the result of any of the foregoing is
is (i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of Credit, or
or (ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the Loans, or
or (iii) to require such Lender or the Administrative Agent L/C Issuer to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent L/C Issuer from the Borrower hereunder, then; and in each such case arising or occurring in the immediately preceding 365 days from such demand, the Borrower will, within thirty (30) days after demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender such additional amounts as such Lender shall determine in good faith to be sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.,
Appears in 1 contract
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereofIf any change in any present applicable law, or if any present or future applicable law (or change in such future law), which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Revolving Credit Loans, such LenderBank's Commitment, or any class of loans, letters of credit or commitments of which any of the Revolving Credit Loans or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such LenderBank's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit or any of the Revolving Credit Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED provided that the Borrower shall not be liable to any Bank or the Agent for costs incurred more than ninety (90) days prior to receipt by the Borrower of such Lender is generally imposing similar charges on its other similarly situated borrowersdemand for payment from such Bank or, as the case may be, the Agent, unless such costs were incurred prior to such ninety (90) day period as a result of such present or future applicable law being retroactive to a date which occurred prior to such ninety (90) day period and such Bank or, as the case may be, the Agent, has given notice to the Borrower of the effectiveness of such law within ninety (90) days after the effective date thereof.
Appears in 1 contract
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent Bank by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law), ) shall:
(a) subject any Lender or the Administrative Agent such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Creditsuch Bank's Commitment, such Lender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank imposed by the jurisdiction of its incorporation or organization, or the Administrative Agentlocation of its lending office), ; or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to any Lender such Bank of the principal or of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender such Bank under this Agreement or the other Loan Documents, ; or
(c) except as provided in Section 14 or as otherwise reflected in the Base Rate or the Eurodollar Rate, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued bycommitments of, or commitments of an office of any LenderBank with respect to this Agreement or the other Loan Documents, such Bank's Commitment, or the Loans; or
(d) impose on any Lender or the Administrative Agent such Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such LenderBank's Commitment Commitment, forms a part; , and the result of any of the foregoing is:
(i) to increase the cost to any Lender such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or any Letter of CreditCommitment, oras applicable;
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent Bank hereunder on account of such LenderBank's Commitment, any Letter of Credit Commitment or any of the Loans, ; or
(iii) to require such Lender or the Administrative Agent Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent Bank from the Borrower hereunder, then; THEN, and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower Borrower, will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent Bank at any time and from time to time and as often as the occasion therefor therefore may arise, within arise (which demand shall be accompanied by a statement setting forth the shorter basis of such maximum allowable period as permitted by law or demand which shall be conclusive absent manifest error), pay such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender such reasonable additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank for such additional costcosts, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If (a) any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), or (b) a change in the interpretation of any present applicable law by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof, shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment or the such Lender's Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative AgentLender), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, by or letters of credit issued by, or commitments of an office of any such Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Revolving Credit Loans, such Lender's Commitment, Commitment or any class of loans, letters of credit or commitments of which any of the Revolving Credit Loans or such Lender's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such Lender's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the Revolving Credit Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then; , except as otherwise provided in Section 5.2.2(c), and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Administrative Agent such additional amounts as will be sufficient in the good faith opinion of such Lender shall determine in good faith to be sufficient or the Administrative Agent, to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. Each Lender shall allocate such costs (or the effect of such reductions, PROVIDED that such Lender is generally imposing similar charges on payments or foregone interest) among its other customers similarly situated borrowersin good faith and on an equitable basis.
Appears in 1 contract
Sources: Revolving Credit Agreement (Blue Steel Capital Corp)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent Bank by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law); provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be included in such expression, regardless of the date enacted, adopted or issued) shall:
(a) subject any Lender or the Administrative Agent such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender's Bank’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank imposed by the jurisdiction of its incorporation or organization, or the Administrative Agentlocation of its lending office), ; or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to any Lender such Bank of the principal or of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender such Bank under this Agreement or the other Loan Documents, ; or
(c) except as provided in §5.6 or as otherwise reflected in the Base Rate, the Eurodollar Rate, or the applicable rate for Competitive Bid Loans, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued bycommitments of, or commitments of an office of any LenderBank with respect to this Agreement, the other Loan Documents, such Bank’s Commitment or the Loans; or
(d) impose on any Lender or the Administrative Agent such Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Commitment, Bank’s Commitment or any class of loans, letters of credit loans or commitments of which any of the Loans or such Lender's Bank’s Commitment forms a part; , and the result of any of the foregoing is:
(i) to increase the cost to any Lender such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Bank’s Commitment or any Letter issuing or participating in Letters of Credit, or;
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent Bank hereunder on account of such Lender's Bank’s Commitment, any Letter of Credit the Loans or any of the Loans, Reimbursement Obligations; or
(iii) to require such Lender or the Administrative Agent Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent Bank from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent Bank at any time and from time to time and as often as the occasion therefor may arise, within arise (which demand shall be accompanied by a statement setting forth the shorter basis of such maximum allowable period as permitted by law or demand which shall be conclusive absent manifest error), pay such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender such reasonable additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank for such additional costcosts, reduction, payment or foregone interest or other sum; provided that the determination and allocation of amounts, PROVIDED if any, claimed by any Bank under this §5.5 are made on a reasonable basis in a manner consistent with such Bank’s treatment of customers of such Bank that such Lender is Bank considers, in its reasonable discretion, to be similar to the Borrower and having generally imposing similar charges on its other similarly situated borrowersprovisions in their agreements with such Bank.
Appears in 1 contract
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which ---------------------- expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank, the Issuing Bank or any of the Administrative Agent Agents by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank, the Issuing Bank or any of the Administrative Agent Agents to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this AgreementCredit Agreement (including, without limitation, taxes or other charges imposed as a result of such Bank's non- resident status), the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank, the Issuing Bank or the Administrative such Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank, the Administrative Agent Issuing Bank or any Lender Agent under this Credit Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, prudential assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank or the Issuing Bank, or
(d) impose on any Lender Bank, the Issuing Bank or any of the Administrative Agent Agents any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank, or the Issuing Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank, the Issuing Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender Bank, the Issuing Bank or the Administrative such Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank, the Issuing Bank or the Administrative such Agent from any of the Borrower Borrowers hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the applicable Borrower will, within thirty (30) days after upon demand made by such Lender Bank, the Issuing Bank or (as the case may be) the Administrative such Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank, the Issuing Bank or such Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank, the Issuing Bank or such Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum. If any law or any governmental or quasi-governmental rule, PROVIDED regulation, policy, guideline or directive of any jurisdiction outside of the United States of America or any subdivision thereof (whether or not having the force of law), imposes or deems applicable any reserve requirement against or fee with respect to assets of, deposits with or for the account of, or credit extended by, the Australian Banks, and the result of the foregoing is to increase the cost to such Banks of making or maintaining Australian Revolving Credit Loans or the Australian Commitment or to reduce the return received by the Australian Banks in connection with such Loans or the Australian Commitment then, within 15 days of demand by the Australian Banks, the Australian Borrower shall pay the Australian Banks such additional amount or amounts as will compensate the Australian Banks for such increased cost or reduction in amount received, provided -------- that the Australian Borrower shall not be required to compensate the Australian Banks for such Lender non-U.S. reserve costs or fees to the extent that an amount equal to such reserve costs or fees is generally imposing received by the Australian Banks as a result of the calculation of the interest rate applicable to such Loans. Any increased cost shall be determined and applied in the same way as for similar charges on its other similarly situated borrowerscredit customers.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Genesee & Wyoming Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future change in any applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impostimpost (which is not applicable to such Lender or the Agent at the time of execution of this Agreement), duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), ; or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender under this Agreement or the other Loan Documents, ; or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, ; or
(d) impose on any Lender or the Administrative Agent any other conditions condi tions or requirements (which are not applicable to the Agent or such Lender at the time of execution of this Agreement) with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such Lender's Commitment forms a part; ;
(e) impose on any Lender any other conditions or requirements relating to any Letters of Credit (which are not applicable to the Agent or such Lender at the time of execution of this Agreement). and the result of any of the foregoing is
(i) is to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter Letters of Credit or any of the Loansthen, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then; and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by the Agent or any such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Revolving Credit Agreement (Dollar Tree Stores Inc)
Additional Costs, Etc. Subject Notwithstanding anything herein to Sections 4.11 and 4.12 hereofthe contrary, if any present or future applicable law, or any amendment or modification of present applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and legally binding interpretations thereof by any competent court or by any governmental or other regulatory body or official with appropriate jurisdiction charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any such Bank’s Commitment, the Loans or the Letters of Credit, such Lender's Commitment or the Loans Credit (other than taxes based upon or measured by the income or profits or gross receipts of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender Bank under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any the Loans, the Letters of Credit, the Loans, such Lender's Bank’s Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such Lender's Bank’s Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans Loans, the Letters of Credit or such Lender's Commitment or any Letter of CreditBank’s Commitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit Bank’s Commitment or any of the LoansLoans or the Letters of Credit, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, will within thirty fifteen (3015) days after demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender Bank or the Agent shall determine in good faith to be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, PROVIDED that generally applied by such Lender is generally imposing Bank or the Agent. For purposes of §4.9 and §4.10, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, publications, orders, guidelines and directives thereunder or issued in connection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar charges on its other similarly situated borrowersauthority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to have been adopted and gone into effect after the date hereof regardless of when adopted, enacted or issued.
Appears in 1 contract
Sources: Unsecured Master Loan Agreement (Ramco Gershenson Properties Trust)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender's Revolving Credit Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Revolving Credit Commitment, or any class of loans, letters of credit or commitments of which any of the Loans Loans, or such Lender's Revolving Credit Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Revolving Credit Commitment or any Letter of Credit, ; or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Revolving Credit Commitment, any Letter of Credit Credit, or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from any of the Borrower Borrowers hereunder, then; , and in each such case arising or occurring case, the Canadian Borrower, in the immediately preceding 365 days from such demandcase of Canadian Loans, and the Borrower Domestic Borrowers in each other case, will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor therefore may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Dave & Busters Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court with proper jurisdiction or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Revolving Credit Loans, such LenderBank's Commitment, or any class of loans, letters of credit or commitments of which any of the Revolving Credit Loans or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such LenderBank's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sumsum provided that the Borrower shall not be liable to any Bank or the Agent for costs incurred more than ninety (90) days prior to receipt by the Borrower of such demand for payment from such Bank or, PROVIDED that as the case may be, the Agent, unless such Lender is generally imposing similar charges on its other similarly situated borrowerscosts were incurred prior to such ninety (90) day period as a result of such present or future applicable law being retroactive to a date which occurred prior to such ninety (90) day period and such Bank or, as the case may be, the Agent, has given notice to the Borrower of the effectiveness of such law within ninety (90) days after the effective date thereof.
Appears in 1 contract
Sources: Revolving Credit Agreement (Varian Semiconductor Equipment Associates Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which ------------------------ expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter thereafter made upon or otherwise issued to any Lender or the Administrative Agent Bank by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) A. subject any Lender or the Administrative Agent Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Loan Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment Documents or the Loans Loan (other than taxes based upon or measured by the income or profits of such Lender or the Administrative AgentBank), ; or
(b) B. materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender the Bank of the principal of or the interest on any Loans the Advances or any other amounts payable to the Administrative Agent or any Lender Bank under this Loan Agreement or the other Loan Documents, ; or
(c) C. impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Loan Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or
(d) the Bank; impose on any Lender or the Administrative Agent Bank any other conditions or requirements with respect to this Loan Agreement, the other Loan Documents, any Letters of Credit, or the Loans, such Lender's Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's Commitment forms a partAdvances; and the result of any of the foregoing is:
(i) to increase the cost to any Lender the Bank of making, fundingfund-ing, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of Credit, Loans; or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent Bank hereunder on account of such Lender's Commitment, any Letter of Credit or any of the Loans, ; or
(iii) to require such Lender or the Administrative Agent Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent Bank from the Borrower hereunder; then, then; and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent Bank at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender the Bank such additional amounts as such Lender shall determine in good faith to will be sufficient to directly compensate such Lender the Bank for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender sum to the extent the Bank is generally imposing similar charges not otherwise compensated through increases in the interest rate on its other similarly situated borrowersAdvances.
Appears in 1 contract
Sources: Revolving Line of Credit Agreement (Green Mountain Power Corp)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, law (which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent Bank by any central bank or other fiscal, monetary or other authority (authority, whether or not having the force of law); provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be included in such expression, regardless of the date enacted, adopted or issued) shall:
(a) subject any Lender or the Administrative Agent such Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender's Bank’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank imposed by the jurisdiction of its incorporation or organization, or the Administrative Agentlocation of its lending office), ; or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsprofits of such Bank imposed by the jurisdiction of its incorporation or organization, or the location of its lending office) of payments to any Lender such Bank of the principal or of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender such Bank under this Agreement or the other Loan Documents, ; or
(c) except as provided in §5.6 or as otherwise reflected in the Base Rate, or the Eurodollar Rate, impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued bycommitments of, or commitments of an office of any LenderBank with respect to this Agreement, the other Loan Documents, such Bank’s Commitment or the Loans; or
(d) impose on any Lender or the Administrative Agent such Bank any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Commitment, Bank’s Commitment or any class of loans, letters of credit loans or commitments of which any of the Loans or such Lender's Bank’s Commitment forms a part; , and the result of any of the foregoing is:
(i) to increase the cost to any Lender such Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Bank’s Commitment or any Letter issuing or participating in Letters of Credit, or;
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent Bank hereunder on account of such Lender's Bank’s Commitment, any Letter of Credit the Loans or any of the Loans, Reimbursement Obligations; or
(iii) to require such Lender or the Administrative Agent Bank to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent Bank from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent Bank at any time and from time to time and as often as the occasion therefor may arise, within arise (which demand shall be accompanied by a statement setting forth the shorter basis of such maximum allowable period as permitted by law or demand which shall be conclusive absent manifest error), pay such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender such reasonable additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank for such additional costcosts, reduction, payment or foregone interest or other sum; provided that the determination and allocation of amounts, PROVIDED if any, claimed by any Bank under this §5.5 are made on a reasonable basis in a manner consistent with such Bank’s treatment of customers of such Bank that such Lender is Bank considers, in its reasonable discretion, to be similar to the Borrower and having generally imposing similar charges on its other similarly situated borrowersprovisions in their agreements with such Bank.
Appears in 1 contract
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment, LC Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, such Bank's LC Commitment or any class of loans, letters of credit or commitments of which any of the Loans or such LenderBank's Commitment or LC Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment, LC Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, LC Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable lawlaw (including, without limitation, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act), which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law, but if not having the force of law, then generally applied by the Lenders or the Agent with respect to similar loans), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender's ’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's ’s Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such Lender's ’s Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then; and in each such case arising or occurring in the immediately preceding 365 days from such demand, the Borrower will, within thirty (30) days after demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender such additional amounts as such Lender shall determine in good faith to be sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Revolving Credit Agreement (First Potomac Realty Trust)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any change in any present or the enactment of any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Commitment, or any class of loans, letters of credit or commitments of which any of the Revolving Credit Loans or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such LenderBank's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit Commitment or any of the Revolving Credit Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sumsum provided, PROVIDED that such Lender is generally imposing Bank shall have made demand on other customers to which such additional costs are applicable with respect to other loan facilities similar charges on its other similarly situated borrowersto those provided in this Credit Agreement.
Appears in 1 contract
Sources: Revolving Credit Agreement (Decisionone Holdings Corp)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which --------------------- expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Revolving Credit Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Bank or the Administrative Agent or any Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Revolving Credit Loans, such LenderBank's Commitment, or any class of loans, letters of credit loans or commitments of which any of the Revolving Credit Loans or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such LenderBank's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit Commitment or any of the Revolving Credit Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Revolving Credit Agreement (Answer Think Consulting Group Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising case, the Agent or occurring in such Bank shall give prompt notice thereof to the immediately preceding 365 days from such demandBorrower, and the Borrower will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Stride & Associates Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other -42- regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender's Revolving Credit Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans Loans by, or letters Letters of credit Credit issued by, or commitments Revolving Credit Commitment of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Revolving Credit Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's Revolving Credit Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Revolving Credit Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Revolving Credit Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum -43- receivable or deemed received by such Lender or the Administrative Agent from the Borrower Borrowers hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower Borrowers will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Administrative Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Iesi Tx Corp)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's Commitment forms a part; and the result of any of the foregoing is
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then; and in each such case arising or occurring in the immediately preceding 365 days from such demand, the Borrower will, within thirty (30) days after demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender such additional amounts as such Lender shall determine in good faith to be sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Emmis Communications Corp)
Additional Costs, Etc. Subject Notwithstanding anything herein to Sections 4.11 and 4.12 hereofthe contrary, if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) 1. subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative AgentAgent or its franchise tax), or
(b) 2. materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender Bank under this Agreement or the other Loan Documents, or
(c) 3. impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of lawlaw and which are not already reflected in any amounts payable by Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) 4. impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such LenderBank's Commitment forms a part; and the result of any of the foregoing is
(i) a. to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or any Letter of CreditCommitment, or
(ii) b. to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit Commitment or any of the Loans, or
(iii) c. to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty fifteen (3015) days after of demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender Bank or the Agent shall determine in good faith to be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Bank and the Agent in determining such amounts may use any reasonable averaging and attribution methods, PROVIDED that generally applied by such Lender is generally imposing similar charges on its other similarly situated borrowersBank or the Agent.
Appears in 1 contract
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any the Letters of Credit, such LenderBank's Commitment Commitment, or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent or any Lender under this Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is:
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans Loans, any Letters of Credit, or such LenderBank's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit Credit, or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from any of the Borrower Borrowers hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower Borrowers will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Administrative Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligations or other sum. For purposes of this SECTION 5.5, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowersthe term "Bank" shall include the Issuing Bank.
Appears in 1 contract
Sources: Revolving Credit Agreement (Trico Marine Services Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof after the date hereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender's ’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsprofits or taxes referred to in the first sentence of Section 5.3.2, which shall be taken into account in the manner provided by Section 5.3.2) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to the Administrative Agent or any Lender or the Agent under this Agreement or any of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's ’s Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's ’s Commitment forms a part; , and the result of any of the foregoing is:
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's ’s Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's ’s Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower Borrowers hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower Borrowers will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
: (a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent or any Lender under this Credit Agreement or the other Loan Documents, or
or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
or (d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is
is (i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment Commitment, or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit Commitment or any of the Loans, or
or (iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Revolving Credit Agreement (New England Business Service Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, If any change after the Closing Date in any present applicable law or if any present or change in any future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a1) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment, Acquisition Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b2) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c3) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d4) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment or Acquisition Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such LenderBank's Commitment or Acquisition Commitment forms a part; , and the result of any of the foregoing is
(i1) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or Acquisition Commitment or any Letter of Credit, or
(ii2) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment or Acquisition Commitment, any Letter of Credit or any of the Loans, or
(iii3) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum; provided, PROVIDED that the Borrower shall not be liable to any Bank or the Agent for costs incurred more than ninety (90) days prior to receipt by the Borrower of such Lender is generally imposing similar charges on its other similarly situated borrowersdemand for payment from such Bank or, as the case may be, the Agent, unless such costs were incurred prior to such 90-day period solely as a result of such present or future applicable law being retroactive to a date which occurred prior to such 90-day period.
Appears in 1 contract
Sources: Revolving Credit Agreement (Aztec Technology Partners Inc /De/)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which --------------------- expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent or any Lender under this Credit Agreement or the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, or any class of loans, letters of credit loans or commitments of which any of the Loans or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or any Letter of CreditCommitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit Commitment or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Revolving Credit Agreement (New England Business Service Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender's ’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's ’s Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's ’s Commitment forms a part; , and the result of any of the foregoing is:
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's ’s Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's ’s Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower Borrowers hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower Borrowers will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Administrative Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Revolving Credit Agreement (Seneca Foods Corp /Ny/)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereofIf any change in any applicable law, if or enactment of any present or future applicable new law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law)authority, shall:
(a) 4.6.1 subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to the principal amount of or interest on any Obligations, or fees, expenses, indemnities or other amounts payable to any Bank or the Agent under this Credit Agreement, the other Loan Credit Documents, any Letters of Creditsuch Bank's Commitment for Loans, such LenderBank's Commitment or for Bond, the Loans Loans, the Bond (other than taxes based upon or measured by the income or profits or franchise or similar business licensing taxes of such Lender Bank or the Administrative Agent), or
(b) 4.6.2 materially change the basis of taxation (except for changes in taxes on income or profitsprofits or franchise or similar business licensing taxes) of payments to any Lender Bank of the principal of or the interest on any Loans Loan or the Bond or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Credit Documents, or
(c) 4.6.3 impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, that has or would have the effect of reducing the rate of return on such Bank's capital as a consequence of such Bank's obligations hereunder to a level below that which such Bank could have achieved but for such compliance (taking into consideration such Bank's policies with respect to capital adequacy immediately before such compliance by an amount deemed by such Bank to be material, or
(d) 4.6.4 impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Credit Documents, any Letters of Credit, the Loans, the Bond, such LenderBank's CommitmentCommitment for Loans, such Bank's Commitment for Bond, or any class of loans, letters of credit loans or commitments of which any of the Loans, the Bond, or such Bank's Commitment for Loans or such LenderBank's Commitment for Bond, forms a part; , and the result of any of the foregoing is:
(ia) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Bond, or such Bank's Commitment for Loans or such Lender's Commitment or any Letter of Creditfor Bond, or
(iib) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's CommitmentCommitment for Loans or Commitment for Bond, any Letter of Credit or any of the LoansLoans or the Bond, or
(iiic) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower Obligors hereunder; then, then; and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower Obligors will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or such other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowerswithout duplication of any payment coming due under SECTION 4.7.
Appears in 1 contract
Sources: Credit Agreement (Bacou Usa Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding withholdings of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender's Bank’s Revolving Credit Commitment or the Revolving Credit Loans (other than taxes based upon or measured by with reference to the net income or profits of such Lender Bank or the Administrative AgentAgent (hereinafter, “Excluded Taxes”)), or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsExcluded Taxes) of payments to any Lender Bank of the principal of or the interest on any Revolving Credit Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Revolving Credit Loans, such Lender's Bank’s Revolving Credit Commitment, or any class of loans, letters of credit or commitments of which any of the Revolving Credit Loans or such Lender's Bank’s Revolving Credit Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Revolving Credit Loans or such Lender's Bank’s Revolving Credit Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such Lender's Bank’s Revolving Credit Commitment, any Letter of Credit or any of the Revolving Credit Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Revolving Credit Agreement (Weider Nutrition International Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereofIf any change in any present applicable law, or if any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:: 105
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, any Letters of Credit, such Lender's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for other than changes in respect of any taxes on income expressly excluded from the definition of the term Taxes, and without duplication of any changes in respect of (1) any Taxes (as defined in ss.5(f)(i)) or profits(2) any other taxes for which any Bank or the Agent is otherwise indemnified pursuant to the provisions of ss.16(a) hereof) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent or any Lender under this Agreement or any of the other Loan Documents, or
(cb) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(dc) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, such Bank's participating interest in the German Loans or German Collateral Instruments, or any class of loans, letters of credit or commitments of which any of the Loans or such LenderBank's Commitment Commitment, or such Bank's participating interest in the German Loans or German Collateral Instruments, forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or any Letter of Credit, or such Bank's participating interest in the German Loans or German Collateral Instruments,, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation Obligation, German Reimbursement Obligation, German Risk Participation Fees or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit or Credit, any of the LoansLoans or such Bank's participating interest in the German Loans or German Collateral Instruments, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or interest, German Risk Participation Fee, Reimbursement Obligation, German Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or interest, German Risk Participation Fee, Reimbursement Obligation, German Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower Borrowers will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest interest, German Risk Participation Fee, Reimbursement Obligation, German Reimbursement Obligation or other sum." 106
(b) by amending Section 4.4 of the Loan Agreement by inserting, PROVIDED that such Lender is generally imposing similar charges on following the word "Loans" appearing therein, the phrase "or with respect to its other similarly situated borrowersparticipating interest in any German Obligations".
Appears in 1 contract
Sources: Loan Agreement (Metallurg Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender's ’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's ’s Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's ’s Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's ’s Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's ’s Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from either of the Borrower Borrowers hereunder, then; , and in each such case arising or occurring case, BGI will, and, solely in the immediately preceding 365 days case of amounts arising from such demandthe ▇▇▇▇▇▇ Switzerland Loans, the Borrower ▇▇▇▇▇▇ Switzerland will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Administrative Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Senior Unsecured Revolving Credit Agreement (Barnes Group Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future change after the Closing Date in applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official Governmental Authority charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such Lender's ’s Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender or the Administrative Agent), or
(b) materially change the basis of taxation (except for changes in taxes on income or profitsTaxes) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Lender, or
(d) impose on any Lender or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such Lender's ’s Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such Lender's ’s Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such Lender's Commitment or any Letter of Credit’s Commitment, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation interest or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender's Commitment, any Letter of Credit ’s Commitment or any of the Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender or the Administrative Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender or the Administrative Agent for such additional cost, reduction, payment or foregone interest or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Revolving Credit Agreement (Safety Insurance Group Inc)
Additional Costs, Etc. Subject to Sections 4.11 and 4.12 hereof, if If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender Bank or the Administrative Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:
(a) subject any Lender Bank or the Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, such LenderBank's Commitment or the Loans (other than taxes based upon or measured by the income or profits of such Lender Bank or the Administrative AgentAgent or based upon any United States withholding tax for any non U.S. Bank to the extent such non-U.S. Bank failed to comply with Section 6.2.2), or
(b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to any Lender Bank of the principal of or the interest on any Loans or any other amounts payable to any Bank or the Administrative Agent under this Credit Agreement or any Lender under this Agreement or of the other Loan Documents, or
(c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any LenderBank, or
(d) impose on any Lender Bank or the Administrative Agent any other conditions or requirements with respect to this Credit Agreement, the other Loan Documents, any Letters of Credit, the Loans, such LenderBank's Commitment, or any class of loans, letters of credit or commitments of which any of the Loans or such LenderBank's Commitment forms a part; , and the result of any of the foregoing is
(i) to increase the cost to any Lender Bank of making, funding, issuing, renewing, extending or maintaining any of the Loans or such LenderBank's Commitment or any Letter of Credit, or
(ii) to reduce the amount of principal, interest, Reimbursement Obligation or other amount payable to such Lender Bank or the Administrative Agent hereunder on account of such LenderBank's Commitment, any Letter of Credit or any of the Loans, or
(iii) to require such Lender Bank or the Administrative Agent to make any payment or to forego any interest or Reimbursement Obligation or other sum payable hereunder, the amount of which payment or foregone interest or Reimbursement Obligation or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender Bank or the Administrative Agent from the Borrower hereunder, then; , and in each such case arising or occurring in the immediately preceding 365 days from such demandcase, the Borrower will, within thirty (30) days after upon demand made by such Lender Bank or (as the case may be) the Administrative Agent at any time and from time to time and as often as the occasion therefor may arise, within the shorter of such maximum allowable period as permitted by law or such Lender's internal policies (but no longer than one year or the occurrence of the Maturity Date, if sooner) pay to such Lender Bank or the Agent such additional amounts as such Lender shall determine in good faith to will be sufficient to compensate such Lender Bank or the Agent for such additional cost, reduction, payment or foregone interest or Reimbursement Obligation or other sum, PROVIDED that such Lender is generally imposing similar charges on its other similarly situated borrowers.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Western Digital Corp)