Changes in Law. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or the Issuing Bank; (ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or (iii) subject any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (iv) and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 4 contracts
Sources: Credit Agreement (Sitio Royalties Corp.), Credit Agreement (STR Sub Inc.), Credit Agreement (Sitio Royalties Corp.)
Changes in Law. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the any Issuing Bank;
(ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable contributions thereto;; or
(iviii) impose on any Lender or any Issuing Bank the London or European interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or LIBOR Loans or EURIBOR Loans, as the case may be, made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuingconverting to, converting continuing or maintaining any LIBOR Loan or EURIBOR Loan (or of maintaining its obligation to make any such Loan) ), or to increase the cost to such Lender, the Lender or such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the Lender or such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise)) then, then upon the request of such Lender or such Issuing Bank and subject to paragraphs (c) and (d) of this Section, the Borrower will pay to such Lender, the Issuing Bank Lender or such other RecipientIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other RecipientIssuing Bank, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 4 contracts
Sources: Credit Agreement (Exterran Corp), Credit Agreement (Exterran Holdings Inc.), Credit Agreement (Exterran Corp)
Changes in Law. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, liquidity deposit or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or the Issuing Bank;Bank (except any such reserve requirement reflected in the Adjusted LIBO Rate); or
(ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;; or
(iviii) impose on any Lender, the Issuing Bank or the London interbank market any other condition affecting this Agreement or Loans made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, of the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to make such Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender, Lender in connection with any such Loan or the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise)) or the Issuing Bank with respect to such Letter of Credit, then the Borrower will pay to such Lender, Lender or the Issuing Bank or such other RecipientBank, as the case may beapplicable, such additional amount or amounts as will compensate such Lender, Lender or the Issuing Bank or such other RecipientBank, as the case may beapplicable, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Rex Energy Corp), Term Loan Credit Agreement (Rex Energy Corp)
Changes in Law. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or the Issuing Bank;
(ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject any Recipient under this Agreement or under any other Loan Document Credit Party to any Taxes (other than (A) Indemnified Taxes, Taxes and (B) Taxes described in clauses (b) through (de) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(ivii) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank; or
(iii) impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient Credit Party of making, continuingconverting to, converting continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan) , or to increase the cost to such Lender, the such Issuing Bank or such other Recipient Credit Party of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank Lender or such other Recipient hereunder Credit Party (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, the Issuing Bank Lender or such other Recipient, as the case may be, Credit Party such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other Recipient, as the case may be, Credit Party for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: Credit Agreement (Emerald Oil, Inc.), Credit Agreement (Emerald Oil, Inc.)
Changes in Law. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Term SOFR) or the any Issuing Bank;
(ii) impose on any Lender or the any Issuing Bank or the applicable offshore market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject any Recipient under this Agreement or under any other Loan Document recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ba) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(iv) ; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient recipient of making, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the such Issuing Bank or such other Recipient recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the such Issuing Bank or such other Recipient recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, the such Issuing Bank or such other Recipientrecipient, as the case may be, such additional amount or amounts as will compensate such Lender, the such Issuing Bank or such other Recipientrecipient, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 2 contracts
Sources: Credit Agreement (Civitas Resources, Inc.), Credit Agreement (Civitas Resources, Inc.)
Changes in Law. If any Change in Law Law, other than changes in the rate of tax on the overall net income of a Lender or taxes other than Non-Excluded Taxes, shall:
(ia) impose, modify modify, increase or deem render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement, including without limitation, to the extent considered in the calculation of the LIBOR Rate) any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirementreserve, assessment, liquidity, capital adequacy, insurance charge or other assessmentsimilar requirements (whether or not having the force of law) against assets ofheld by, or deposits with in or for the account of, or credit extended loans by, or letters of credit issued by, or commitments of an office of any Lender or the Issuing Bank;Lender, or
(iib) impose on any Lender or the Issuing Bank Administrative Agent any other conditionconditions, requirements, cost or expense (with respect to this Credit Agreement, the other than Taxes) affecting this Agreement or Loans made by Loan Documents, the LIBOR Rate Loans, such Lender Lender’s Commitment to make LIBOR Rate Loans, or any Letter class of Credit loans or participation therein; or
(iii) subject commitments of which any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loansLIBOR Rate Loans or such Lender’s Commitment to make LIBOR Rate Loans forms a part, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(iv) and the result of any of the foregoing shall be is:
(i) to increase the cost to such any Lender or such other Recipient of making, continuingfunding, converting issuing, renewing, extending or maintaining any Loan (of the LIBOR Rate Loans or of maintaining its obligation such Lender’s Commitment to make any such LoanLIBOR Rate Loans, or
(ii) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of principal, interest, or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment to make LIBOR Rate Loans, or any of the LIBOR Rate Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or other sum payable hereunder in respect of any LIBOR Rate Loans, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender, Lender or the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then Administrative Agent from the Borrower will pay hereunder in respect thereof, then, subject to such LenderSection 5.6.3, the Issuing Bank or such other RecipientBorrower shall pay, as the case may beset forth in Section 5.6.4, such additional amount or amounts as will to compensate such Lender, the Issuing Bank Lender for such increased cost or such other Recipient, as the case may be, for such additional costs incurred or reduction sufferedreduction.
Appears in 2 contracts
Sources: Credit Agreement (Textainer Group Holdings LTD), Credit Agreement (Textainer Group Holdings LTD)
Changes in Law. If (a) If, after the date hereof, the adoption of any Change applicable Law (whether or not having the force of law) or any change therein or in Law shallthe interpretation or application thereof by any court or by any Administrative Body or any other entity charged with the interpretation or administration thereof or compliance by a Lender with any request or direction (whether or not having the force of law) of any such authority or entity hereafter:
(i) imposesubjects such Lender to, modify or deem causes the withdrawal or termination of a previously granted exemption with respect to, any Taxes (other than Taxes on such Lender's overall income), or changes the basis of taxation of payments due to such Lender, or increases any existing Taxes (other than Taxes on such Lender's overall income) on payments of principal, interest or other amounts payable by the Borrower to such Lender under this Agreement;
(ii) imposes, modifies or deems applicable any reserve, liquidity, special deposit, liquidity regulatory or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets ofor liabilities held by, or deposits with in or for the account of, or loans by such Lender, or any acquisition of funds for loans or commitments to fund loans or obligations in respect of undrawn, committed lines of credit extended by, any Lender or the Issuing Bankin respect of Bankers' Acceptances accepted by such Lender;
(iiiii) impose imposes on any such Lender or the Issuing Bank requires there to be maintained by such Lender any capital adequacy or additional capital or liquidity requirements (including, without limitation, a requirement which affects such Lender's allocation of capital resources to its obligations) in respect of any Borrowing or obligation of such Lender hereunder, or any other conditioncondition with respect to this Agreement; or
(iv) directly or indirectly affects the cost to such Lender of making available, cost funding or expense (maintaining any Borrowing or otherwise imposes on such Lender any other than Taxes) condition or requirement affecting this Agreement or Loans made by any Borrowing or any obligation of such Lender or any Letter of Credit or participation thereinhereunder; or
(iii) subject any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(iv) and the result of any (i), (ii), (iii) or (iv) above, in the sole determination of the foregoing shall be such Lender acting in good faith, is:
(v) to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining performing its obligations hereunder with respect to any Loan Borrowing;
(or of maintaining its obligation to make any such Loanvi) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the any amount of any sum received or receivable by such LenderLender hereunder or its effective return hereunder or on its capital in respect of any Borrowing or the Credit Facility; or
(vii) to cause such Lender to make any payment with respect to or to forego any return on or calculated by reference to, any amount received or receivable by such Lender hereunder with respect to any Borrowing or the Credit Facility; such Lender shall determine that amount of money which shall compensate the Lender for such increase in cost, payments to be made or reduction in income or return or interest foregone (herein referred to as "Additional Compensation"). Notwithstanding anything herein to the contrary, (i) the ▇▇▇▇- ▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all regulations, requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Issuing Bank Basel Committee on Banking Supervision (or such any successor or similar authority) or the United States, Canadian or other Recipient hereunder regulatory authorities, in each case pursuant to Basel III (whether of principal(i) and (ii) being, interest or otherwisethe "New Rules"), then shall in each case be deemed to be a "change in law" for the purposes of this Section 11.1, regardless of the date enacted, adopted or issued, in each case to the extent that such New Rules are materially different from those Laws which are in full force and effect on the Closing Date. Upon a Lender having determined that it is entitled to Additional Compensation in accordance with the provisions of this Section, the Lender shall promptly so notify the Borrower will and the Agent. The relevant Lender shall provide the Borrower and the Agent with a photocopy of the relevant law, rule, guideline, regulation, treaty or official directive (or, if it is impracticable to provide a photocopy, a written summary of the same) and a certificate of a duly authorized officer of such Lender setting forth the Additional Compensation and the basis of calculation therefor, which shall be conclusive evidence of such Additional Compensation in the absence of manifest error. The Borrower shall pay to such Lender within 10 Banking Days of the giving of such notice such Lender's Additional Compensation. Each of the Lenders shall be entitled to be paid such Additional Compensation from time to time to the extent that the provisions of this Section are then applicable notwithstanding that any Lender has previously been paid any Additional Compensation.
(b) Each Lender agrees that it will not claim Additional Compensation from the Borrower under Section 11.1(a) if it is not generally claiming similar compensation from its other customers in similar circumstances or in respect of a period greater than 120 days prior to notification of such claim unless, in the latter case, the Issuing Bank adopted change or other event or circumstance giving rise to such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, claim for such additional costs incurred or reduction sufferedAdditional Compensation is retroactive in effect.
Appears in 1 contract
Changes in Law. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirementloan, insurance charge or other assessment) similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing BankBank that were not imposed or deemed applicable on the date hereof;
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes indemnified pursuant to Section 5.03 or (B) Excluded Taxes) on its loans, loan principal, letters of credit, elected commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, which Taxes it was not subject to on the date hereof, including, for the avoidance of doubt, any increase in the Tax rate after the date hereof for Taxes (other than (A) Indemnified Taxes indemnified pursuant to Section 5.03 or (B) Excluded Taxes) for which it was subject to on the date hereof; or
(iii) impose on any Lender or the Issuing Bank or the London interbank market (or any replacement thereof) any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation thereintherein that was not imposed on such Lender or the Issuing Bank on the date hereof; or
(iii) subject any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(iv) and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuingconverting to, converting continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan) , or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwiseany other amount), then then, upon request of such Lender, the Issuing Bank or other Recipient, the Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Credit Agreement (SM Energy Co)
Changes in Law. If If, after the date hereof, the adoption of any Change applicable Law or any change in any applicable Law shallor any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority:
(i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Notes in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit, liquidity assessment, or similar requirement (including other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any compulsory loan requirement, insurance charge extensions of credit or other assessment) against assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Lender or the Issuing Bank;
(ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender (or any Letter its Applicable Lending Office), including the commitments of Credit or participation thereinsuch Lender hereunder; or
(iii) subject shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any Recipient under other condition affecting this Agreement or under its Notes or any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition such extensions of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, credit or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(iv) commitments; and the result of any of the foregoing shall be is to materially increase the cost to such Lender (or such other Recipient its Applicable Lending Office) of making, converting into, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit Eurodollar Rate Borrowings or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank Lender (or such other Recipient hereunder (whether of principal, interest its Applicable Lending Office) under this Agreement or otherwise)its Notes with respect to any Eurodollar Rate Borrowing, then the Borrower will shall pay to such Lender, the Issuing Bank or Lender on demand such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, Lender for such additional costs incurred increased cost or reduction suffered.reduction. If any Lender requests compensation by Borrower under this SECTION 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Eurodollar Rate Borrowings, or to convert Borrowings of any other Type into Eurodollar Rate Borrowings, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of SECTION 4.4 shall be applicable); provided, that such suspension shall not affect the right of such Lender to receive the compensation so requested. d-699365.10 37 CoorsTek Credit Agreement -------------------------
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Coorstek Inc)
Changes in Law. If If, after the date hereof, the adoption of any Change applicable Law or any change in any applicable Law shallor any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority:
(i) Shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) Shall impose, modify modify, or deem applicable any reserve, special deposit, liquidity assessment, or similar requirement (including other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any compulsory loan requirement, insurance charge extensions of credit or other assessment) against assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Lender or the Issuing Bank;
(ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender (or any Letter its Applicable Lending Office), including the commitment of Credit or participation thereinsuch Lender hereunder; or
(iii) subject any Recipient under this Agreement Shall impose on such Lender (or under its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Document to Documents or any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition such extensions of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, credit or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(iv) commitments; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Applicable Lending Office) of making, converting into, continuing, converting or maintaining any Loan (Eurodollar Rate Borrowings or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or Agreement 50 to reduce the amount of any sum received or receivable by such Lender, Lender (or its Applicable Lending Office) under the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise)Loan Documents with respect to any Eurodollar Rate Borrowing, then the Borrower will shall pay to such Lender, the Issuing Bank or Lender on demand such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, Lender for the Issuing Bank or portion of such other Recipient, as the case may be, for such additional costs incurred increased cost or reduction sufferedthat relate to such Eurodollar Rate Borrowing. If any Lender requests compensation by Borrower under this Section 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided that such suspension shall not affect the Right of such Lender to receive the compensation so requested.
Appears in 1 contract
Changes in Law. If any Change in Law shall:
(i) impose, modify or deem applicable any reservereserve (including marginal, special, emergency or supplemental reserves), special deposit, liquidity or similar requirement (including any compulsory loan requirementrequirements, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Term SOFR Rate) or the Issuing Bankany Issuer;
(ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, Taxes or (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;; or
(iviii) impose on any Lender or any Issuer or the applicable offshore interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank such Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank such Issuer or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, the Issuing Bank such Issuer or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank such Issuer or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Credit Agreement (Evolve Transition Infrastructure LP)
Changes in Law. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirementloan, insurance charge or other assessment) similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e) or reserve requirement reflected in the ▇▇▇▇▇ Rate) or the Issuing BankL/C Issuer;
(ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses subsections (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;; or
(iviii) impose on any Lender or the L/C Issuer or the London or other applicable interbank market any other condition, cost or expense affecting this Agreement or Term SOFR Loans, SOFR Daily Floating Rate Loans, Eurocurrency Rate Loans, EURIBO Rate Loans, ▇▇▇▇▇ Rate Loans or CDORAlternative Currency Term Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuingconverting to, converting continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan) , or to increase the cost to such Lender, the Issuing Bank L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank L/C Issuer or such other Recipient hereunder (whether of principal, interest or otherwise)any other amount) then, then upon request of such Lender, the L/C Issuer or other Recipient, the Top Borrower will pay to such Lender, the Issuing Bank L/C Issuer or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank L/C Issuer or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Canadian Benchmark Replacement Conforming Changes Amendment (Viad Corp)
Changes in Law. If If, after the date hereof, the adoption of any Change applicable Law or any change in any applicable Law shallor any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority:
(i) Shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) Shall impose, modify modify, or deem applicable any reserve, special deposit, liquidity assessment, or similar requirement (including other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any compulsory loan requirement, insurance charge extensions of credit or other assessment) against assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Lender or the Issuing Bank;
(ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender (or any Letter its Applicable Lending Office), including the commitment of Credit or participation thereinsuch Lender hereunder; or
(iii) subject any Recipient under this Agreement Shall impose on such Lender (or under its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Document to Documents or any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition such extensions of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, credit or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(iv) commitments; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Applicable Lending Office) of making, converting into, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit Eurodollar Rate Borrowings or to reduce the amount of any sum received or receivable by such Lender, Lender (or its Applicable Lending Office) under the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise)Loan Documents with respect to any Eurodollar Rate Borrowing, then the Borrower will shall pay to such Lender, the Issuing Bank or Lender on demand such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, Lender for the Issuing Bank or portion of such other Recipient, as the case may be, for such additional costs incurred increased cost or reduction sufferedthat relate to such Eurodollar Rate Borrowing. If any Lender requests compensation by Borrower under this SECTION 4.1(A), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of SECTION 4.4 shall be applicable); provided that such suspension shall not affect the Right of such Lender to receive the compensation so requested.
Appears in 1 contract
Changes in Law. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirementloan, insurance charge or other assessment) similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e) or reserve requirement reflected in the ▇▇▇▇▇ Rate) or the Issuing BankL/C Issuer;
(ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses subsections (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;; or
(iviii) impose on any Lender or the L/C Issuer or the London or other applicable interbank market any other condition, cost or expense affecting this Agreement or Term SOFR Loans, SOFR Daily Floating Rate Loans, Eurocurrency Rate Loans, EURIBO Rate Loans, ▇▇▇▇▇ Rate Loans, Alternative Currency Term Rate Loans or Daily Compounded ▇▇▇▇▇ Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuingconverting to, converting continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan) , or to increase the cost to such Lender, the Issuing Bank L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank L/C Issuer or such other Recipient hereunder (whether of principal, interest or otherwise)any other amount) then, then upon request of such Lender, the L/C Issuer or other Recipient, the Top Borrower will pay to such Lender, the Issuing Bank L/C Issuer or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank L/C Issuer or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Credit Agreement (Pursuit Attractions & Hospitality, Inc.)
Changes in Law. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement against (including any compulsory loan requirement, insurance charge or other assessment) against assessment assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank;
(ii) impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(iv) ; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, Recipient such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, Lender for such additional costs incurred or reduction suffered.
Appears in 1 contract
Changes in Law. If If, after the date hereof, the adoption of any Change applicable Law or any change in any applicable Law shallor any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority:
(i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit, liquidity assessment, or similar requirement (including other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any compulsory loan requirement, insurance charge extensions of credit or other assessment) against assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Lender or the Issuing Bank;
(ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender (or any Letter its Applicable Lending Office), including the commitment of Credit or participation thereinsuch Lender hereunder; or
(iii) subject any Recipient under this Agreement shall impose on such Lender (or under its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Document to Documents or any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition such extensions of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, credit or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(iv) commitments; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Applicable Lending Office) of making, converting into, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit Eurodollar Rate Borrowings or to reduce the amount of any sum received or receivable by such Lender, Lender (or its Applicable Lending Office) under the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise)Loan Documents with respect to any Eurodollar Rate Borrowing, then the Borrower will Borrowers shall pay to such Lender, the Issuing Bank or Lender on demand such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, Lender for such additional costs incurred increased cost or reduction sufferedreduction. If any Lender requests compensation by Borrowers under this Section 4.1(a), Restricted Borrowers may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requested.
Appears in 1 contract
Changes in Law. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirementloan, insurance charge or other assessment) similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e) or reserve requirement reflected in the ▇▇▇▇▇ Rate) or the Issuing BankL/C Issuer;
(ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses subsections (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;; or
(iviii) impose on any Lender or the L/C Issuer or the London or other applicable interbank market any other condition, cost or expense affecting this Agreement or Term SOFR Loans, SOFR Daily Floating Rate Loans, Eurocurrency Rate Loans, EURIBO Rate Loans, ▇▇▇▇▇ Rate Loans or CDOR Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuingconverting to, converting continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan) , or to increase the cost to such Lender, the Issuing Bank L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank L/C Issuer or such other Recipient hereunder (whether of principal, interest or otherwise)any other amount) then, then upon request of such Lender, the L/C Issuer or other Recipient, the Top Borrower will pay to such Lender, the Issuing Bank L/C Issuer or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank L/C Issuer or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Credit Agreement (Viad Corp)
Changes in Law. If (a) If, after the date hereof, the adoption of any Change applicable Law (whether or not having the force of law) or any change therein or in Law shallthe interpretation or application thereof by any court or by any Administrative Body or any other entity charged with the interpretation or administration thereof or compliance by a Lender with any request or direction (whether or not having the force of law) of any such authority or entity hereafter:
(i) imposesubjects such Lender to, modify or deem causes the withdrawal or termination of a previously granted exemption with respect to, any Taxes (other than Taxes on such Lender's overall income), or changes the basis of taxation of payments due to such Lender, or increases any existing Taxes (other than Taxes on such Lender's overall income) on payments of principal, interest or other amounts payable by the Borrower to such Lender under this Agreement;
(ii) imposes, modifies or deems applicable any reserve, liquidity, special deposit, liquidity regulatory or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets ofor liabilities held by, or deposits with in or for the account of, or loans by such Lender, or any acquisition of funds for loans or commitments to fund loans or obligations in respect of undrawn, committed lines of credit extended by, any Lender or the Issuing Bankin respect of Bankers' Acceptances accepted by such Lender;
(iiiii) impose imposes on any such Lender or the Issuing Bank requires there to be maintained by such Lender any capital adequacy or additional capital requirements (including, without limitation, a requirement which affects such Lender's allocation of capital resources to its obligations) in respect of any Borrowing or obligation of such Lender hereunder, or any other conditioncondition with respect to this Agreement; or
(iv) directly or indirectly affects the cost to such Lender of making available, cost funding or expense (maintaining any Borrowing or otherwise imposes on such Lender any other than Taxes) condition or requirement affecting this Agreement or Loans made by any Borrowing or any obligation of such Lender or any Letter of Credit or participation thereinhereunder; or
(iii) subject any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(iv) and the result of any (i), (ii), (iii) or (iv) above, in the sole determination of the foregoing shall be such Lender acting in good faith, is:
(v) to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining performing its obligations hereunder with respect to any Loan Borrowing;
(or of maintaining its obligation to make any such Loanvi) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the any amount of any sum received or receivable by such LenderLender hereunder or its effective return hereunder or on its capital in respect of any Borrowing or the Credit Facility; or
(vii) to cause such Lender to make any payment with respect to or to forego any return on or calculated by reference to, any amount received or receivable by such Lender hereunder with respect to any Borrowing or the Credit Facility; such Lender shall determine that amount of money which shall compensate the Lender for such increase in cost, payments to be made or reduction in income or return or interest foregone (herein referred to as "Additional Compensation"). Notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all regulations, requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Issuing Bank Basel Committee on Banking Supervision (or such any successor or similar authority) or the United States, Canadian or other Recipient hereunder regulatory authorities, in each case pursuant to Basel III (whether of principal(i) and (ii) being, interest or otherwisethe "New Rules"), then shall in each case be deemed to be a "change in law" for the purposes of this Section 11.1, regardless of the date enacted, adopted or issued, in each case to the extent that such New Rules are materially different from those Laws which are in full force and effect on the Closing Date. Upon a Lender having determined that it is entitled to Additional Compensation in accordance with the provisions of this Section, the Lender shall promptly so notify the Borrower will and the Agent. The relevant Lender shall provide the Borrower and the Agent with a photocopy of the relevant law, rule, guideline, regulation, treaty or official directive (or, if it is impracticable to provide a photocopy, a written summary of the same) and a certificate of a duly authorized officer of such Lender setting forth the Additional Compensation and the basis of calculation therefor, which shall be conclusive evidence of such Additional Compensation in the absence of manifest error. The Borrower shall pay to such Lender within 10 Banking Days of the giving of such notice such Lender's Additional Compensation. Each of the Lenders shall be entitled to be paid such Additional Compensation from time to time to the extent that the provisions of this Section are then applicable notwithstanding that any Lender has previously been paid any Additional Compensation.
(b) Each Lender agrees that it will not claim Additional Compensation from the Borrower under Section 11.1(a) if it is not generally claiming similar compensation from its other customers in similar circumstances or in respect of a period greater than 90 days prior to notification of such claim unless, in the latter case, the Issuing Bank adopted change or other event or circumstance giving rise to such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, claim for such additional costs incurred or reduction sufferedAdditional Compensation is retroactive in effect.
Appears in 1 contract
Changes in Law. If If, after the date hereof, the adoption of any Change applicable Law or any change in any applicable Law shallor any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority:
(i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit, liquidity assessment, or similar requirement (including other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any compulsory loan requirement, insurance charge extensions of credit or other assessment) against assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Lender or the Issuing Bank;
(ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender (or any Letter its Applicable Lending Office), including the commitment of Credit or participation thereinsuch Lender hereunder; or
(iii) subject any Recipient under this Agreement shall impose on such Lender (or under its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Document to Documents or any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition such extensions of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, credit or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(iv) commitments; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Applicable Lending Office) of making, converting into, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit Eurodollar Rate Borrowings or to reduce the amount of any sum received or receivable by such Lender, Lender (or its Applicable Lending Office) under the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise)Loan Documents with respect to any Eurodollar Rate Borrowing, then the Borrower will shall pay to such Lender, the Issuing Bank or Lender on demand such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, Lender for such additional costs incurred increased cost or reduction sufferedreduction. If any Lender requests compensation by Borrower under this SECTION 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of SECTION 4.4 shall be applicable); PROVIDED, THAT such suspension shall not affect the Right of such Lender to receive the compensation so requested.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Dobson Communications Corp)
Changes in Law. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the any Issuing Bank;
(ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable contributions thereto;; or
(iviii) impose on any Lender or any Issuing Bank the London or European interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or LIBOR Loans or EURIBOR Loans, as the case may be, made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuingconverting to, converting continuing or maintaining any LIBOR Loan or EURIBOR Loan (or of maintaining its obligation to make any such Loan) ), or to increase the cost to such Lender, the Lender or such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise)) then, then upon the request of such Lender, such Issuing Bank or other Recipient and subject to paragraphs (c) and (d) of this Section, the Borrower will pay to such Lender, the such Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other RecipientIssuing Bank, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Credit Agreement (Exterran Corp)
Changes in Law. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirementloan, insurance charge or other assessment) similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing BankLender;
(ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;; or
(iviii) impose on any Lender or the Issuing Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuingconverting to, converting continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan) , or to increase the cost to such Lender, the such Issuing Bank Lender or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank Lender or such other Recipient hereunder (whether of principal, interest or otherwise)any other amount) then, then upon request of such Lender, Issuing Lender or other Recipient, the Borrower will pay to such Lender, the Issuing Bank Lender or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Credit Agreement (Hornbeck Offshore Services Inc /La)
Changes in Law. If (a) If, after the date hereof, the adoption of any Change applicable Law (whether or not having the force of law) or any change therein or in Law shallthe interpretation or application thereof by any court or by any Administrative Body or any other entity charged with the interpretation or administration thereof or compliance by a Lender with any request or direction (whether or not having the force of law) of any such authority or entity hereafter:
(i) imposesubjects such Lender to, modify or deem causes the withdrawal or termination of a previously granted exemption with respect to, any Taxes (other than Taxes on such Lender's overall income), or changes the basis of taxation of payments due to such Lender, or increases any existing Taxes (other than Taxes on such Lender's overall income) on payments of principal, interest or other amounts payable by the Borrower to such Lender under this Agreement;
(ii) imposes, modifies or deems applicable any reserve, liquidity, special deposit, liquidity regulatory or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets ofor liabilities held by, or deposits with in or for the account of, or loans by such Lender, or any acquisition of funds for loans or commitments to fund loans or obligations in respect of undrawn, committed lines of credit extended by, any Lender or the Issuing Bankin respect of Bankers' Acceptances accepted by such Lender;
(iiiii) impose imposes on any such Lender or the Issuing Bank requires there to be maintained by such Lender any capital adequacy or additional capital or liquidity requirements (including, without limitation, a requirement which affects such Lender's allocation of capital resources to its obligations) in respect of any Borrowing or obligation of such Lender hereunder, or any other conditioncondition with respect to this Agreement; or
(iv) directly or indirectly affects the cost to such Lender of making available, cost funding or expense (maintaining any Borrowing or otherwise imposes on such Lender any other than Taxes) condition or requirement affecting this Agreement or Loans made by any Borrowing or any obligation of such Lender or any Letter of Credit or participation thereinhereunder; or
(iii) subject any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(iv) and the result of any (i), (ii), (iii) or (iv) above, in the sole determination of the foregoing shall be such Lender acting in good faith, is:
(v) to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining performing its obligations hereunder with respect to any Loan Borrowing;
(or of maintaining its obligation to make any such Loanvi) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the any amount of any sum received or receivable by such LenderLender hereunder or its effective return hereunder or on its capital in respect of any Borrowing or the Credit Facility; or
(vii) to cause such Lender to make any payment with respect to or to forego any return on or calculated by reference to, any amount received or receivable by such Lender hereunder with respect to any Borrowing or the Credit Facility; such Lender shall determine that amount of money which shall compensate the Lender for such increase in cost, payments to be made or reduction in income or return or interest foregone (herein referred to as "Additional Compensation"). Notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all regulations, requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Issuing Bank Basel Committee on Banking Supervision (or such any successor or similar authority) or the United States, Canadian or other Recipient hereunder regulatory authorities, in each case pursuant to Basel III (whether of principal(i) and (ii) being, interest or otherwisethe "New Rules"), then shall in each case be deemed to be a "change in law" for the purposes of this Section 11.1, regardless of the date enacted, adopted or issued, in each case to the extent that such New Rules are materially different from those Laws which are in full force and effect on the Closing Date. Upon a Lender having determined that it is entitled to Additional Compensation in accordance with the provisions of this Section, the Lender shall promptly so notify the Borrower will and the Agent. The relevant Lender shall provide the Borrower and the Agent with a photocopy of the relevant law, rule, guideline, regulation, treaty or official directive (or, if it is impracticable to provide a photocopy, a written summary of the same) and a certificate of a duly authorized officer of such Lender setting forth the Additional Compensation and the basis of calculation therefor, which shall be conclusive evidence of such Additional Compensation in the absence of manifest error. The Borrower shall pay to such Lender within 10 Banking Days of the giving of such notice such Lender's Additional Compensation. Each of the Lenders shall be entitled to be paid such Additional Compensation from time to time to the extent that the provisions of this Section are then applicable notwithstanding that any Lender has previously been paid any Additional Compensation.
(b) Each Lender agrees that it will not claim Additional Compensation from the Borrower under Section 11.1(a) if it is not generally claiming similar compensation from its other customers in similar circumstances or in respect of a period greater than 120 days prior to notification of such claim unless, in the latter case, the Issuing Bank adopted change or other event or circumstance giving rise to such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, claim for such additional costs incurred or reduction sufferedAdditional Compensation is retroactive in effect.
Appears in 1 contract
Changes in Law. If any Change in Law Law, other than changes in the rate of Tax on the overall net income of a Lender, shall:
(ia) impose, modify modify, increase or deem render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement, including, without limitation, to the extent considered in the calculation of the LIBOR Rate) any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirementreserve, assessment, liquidity, capital adequacy, insurance charge or other assessmentsimilar requirements (whether or not having the force of law) against assets ofheld by, or deposits with in or for the account of, or credit extended loans by, or letters of credit issued by, or commitments of an office of any Lender or the Issuing Bank;Lender, or
(iib) impose on any Lender or the Issuing Bank Administrative Agent any other conditionconditions, requirements, cost or expense (with respect to this Credit Agreement, the other than Taxes) affecting this Agreement or Loans made by Loan Documents, the LIBOR Rate Loans, such Lender Lender’s Commitment to make LIBOR Rate Loans, or any Letter class of Credit loans or participation therein; or
(iii) subject commitments of which any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loansLIBOR Rate Loans or such Lender’s Commitment to make LIBOR Rate Loans forms a part, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(iv) and the result of any of the foregoing shall be is:
(i) to increase the cost to such any Lender or such other Recipient of making, continuingfunding, converting issuing, renewing, extending or maintaining any Loan (of the LIBOR Rate Loans or of maintaining its obligation such Lender’s Commitment to make any such LoanLIBOR Rate Loans, or
(ii) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of principal, interest, or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment to make LIBOR Rate Loans, or any of the LIBOR Rate Loans, or
(iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or other sum payable hereunder in respect of any LIBOR Rate Loans, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender, Lender or the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then Administrative Agent from the Borrower will pay hereunder in respect thereof, then, subject to such LenderSection 5.6.3, the Issuing Bank or such other RecipientBorrower shall pay, as the case may beset forth in Section 5.6.4, such additional amount or amounts as will to compensate such Lender, the Issuing Bank Lender for such increased cost or such other Recipientreduction; provided that, as notwithstanding anything to the case may becontrary in this Section 5.6.1, for such additional costs incurred or reduction sufferedthis Section 5.6.1 shall not apply to Non-Excluded Taxes, which shall be governed solely by Section 5.2.2.
Appears in 1 contract
Changes in Law. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirementloan, insurance charge or other assessment) similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e) or reserve requirement reflected in the ▇▇▇▇▇ Rate) or the Issuing BankL/C Issuer;
(ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses subsections (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;; or
(iviii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurocurrency Rate Loans, EURIBO Rate Loans, ▇▇▇▇▇ Rate Loans or CDOR Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuingconverting to, converting continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan) , or to increase the cost to such Lender, the Issuing Bank L/C Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank L/C Issuer or such other Recipient hereunder (whether of principal, interest or otherwise)any other amount) then, then upon request of such Lender, the L/C Issuer or other Recipient, the Borrower will pay to such Lender, the Issuing Bank L/C Issuer or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank L/C Issuer or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Credit Agreement (Viad Corp)
Changes in Law. If (a) If, after the date hereof, the adoption of any Change applicable Law (whether or not having the force of law) or any change therein or in Law shallthe interpretation or application thereof by any court or by any Administrative Body or any other entity charged with the interpretation or administration thereof or compliance by a Lender with any request or direction (whether or not having the force of law) of any such authority or entity hereafter:
(i) imposesubjects such Lender to, modify or deem causes the withdrawal or termination of a previously granted exemption with respect to, any Taxes (other than Taxes on such Lender's overall income), or changes the basis of taxation of payments due to such Lender, or increases any existing Taxes (other than Taxes on such Lender's overall income) on payments of principal, interest or other amounts payable by the Borrower to such Lender under this Agreement;
(ii) imposes, modifies or deems applicable any reserve, liquidity, special deposit, liquidity regulatory or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets ofor liabilities held by, or deposits with in or for the account of, or credit extended byloans by such Lender, or any Lender acquisition of funds for loans or the Issuing Bankcommitments to fund loans or obligations in respect of undrawn, committed lines of credit;
(iiiii) impose imposes on any such Lender or the Issuing Bank requires there to be maintained by such Lender any capital adequacy or additional capital requirements (including, without limitation, a requirement which affects such Lender's allocation of capital resources to its obligations) in respect of any Borrowing or obligation of such Lender hereunder, or any other conditioncondition with respect to this Agreement; or
(iv) directly or indirectly affects the cost to such Lender of making available, cost funding or expense (maintaining any Borrowing or otherwise imposes on such Lender any other than Taxes) condition or requirement affecting this Agreement or Loans made by any Borrowing or any obligation of such Lender or any Letter of Credit or participation thereinhereunder; or
(iii) subject any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(iv) and the result of any (i), (ii), (iii) or (iv) above, in the sole determination of the foregoing shall be such Lender acting in good faith, is:
(v) to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining performing its obligations hereunder with respect to any Loan Borrowing;
(or of maintaining its obligation to make any such Loanvi) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the any amount of any sum received or receivable by such LenderLender hereunder or its effective return hereunder or on its capital in respect of any Borrowing or the Credit Facility; or
(vii) to cause such Lender to make any payment with respect to or to forego any return on or calculated by reference to, any amount received or receivable by such Lender hereunder with respect to any Borrowing or the Credit Facility; such Lender shall determine that amount of money which shall compensate the Lender for such increase in cost, payments to be made or reduction in income or return or interest foregone (herein referred to as "Additional Compensation"). Notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all regulations, requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Issuing Bank Basel Committee on Banking Supervision (or such any successor or similar authority) or the United States, Canadian or other Recipient hereunder regulatory authorities, in each case pursuant to Basel III (whether of principal(i) and (ii) being, interest or otherwisethe "New Rules"), then shall in each case be deemed to be a "change in law" for the purposes of this Section 11.1, regardless of the date enacted, adopted or issued, in each case to the extent that such New Rules are materially different from those Laws which are in full force and effect on the Closing Date. Upon a Lender having determined that it is entitled to Additional Compensation in accordance with the provisions of this Section, the Lender shall promptly so notify the Borrower will and the Agent. The relevant Lender shall provide the Borrower and the Agent with a photocopy of the relevant law, rule, guideline, regulation, treaty or official directive (or, if it is impracticable to provide a photocopy, a written summary of the same) and a certificate of a duly authorized officer of such Lender setting forth the Additional Compensation and the basis of calculation therefor, which shall be conclusive evidence of such Additional Compensation in the absence of manifest error. The Borrower shall pay to such Lender within 10 Banking Days of the giving of such notice such Lender's Additional Compensation. Each of the Lenders shall be entitled to be paid such Additional Compensation from time to time to the extent that the provisions of this Section are then applicable notwithstanding that any Lender has previously been paid any Additional Compensation.
(b) Each Lender agrees that it will not claim Additional Compensation from the Borrower under Section 11.1(a) if it is not generally claiming similar compensation from its other customers in similar circumstances or in respect of a period greater than 90 days prior to notification of such claim unless, in the latter case, the Issuing Bank adopted change or other event or circumstance giving rise to such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, claim for such additional costs incurred or reduction sufferedAdditional Compensation is retroactive in effect.
Appears in 1 contract
Changes in Law. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirementrequirements, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Term SOFR Rate) or the any Issuing BankLender;
(ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and or (C) Connection Income Taxes) on its advances, loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;; or
(iviii) impose on any Lender or any Issuing Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining any Loan Advance (or of maintaining its obligation to make any such LoanAdvance) or to increase the cost to such Lender, the such Issuing Bank Lender or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the such Issuing Bank Lender or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, the such Issuing Bank Lender or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the such Issuing Bank Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Changes in Law. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirementloan, insurance charge or other assessment) similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank;
(ii) impose on subject any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified TaxesTaxes indemnified pursuant to Section 5.03, or (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;; or
(iviii) impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuingconverting to, converting continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan) , or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwiseany other amount), then then, upon request of such Lender, the Issuing Bank or other Recipient, the Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
Appears in 1 contract
Sources: Credit Agreement (SM Energy Co)
Changes in Law. If If, after the date hereof, the adoption of any Change applicable Law or any change in any applicable Law shallor any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Holder (or its Applicable Lending Office) with any request or directive (whether or not having the force of Law) of any such Governmental Authority:
(i) shall subject such Holder (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Holder (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Holder by the jurisdiction in which such Holder has its principal office or such Applicable Lending Office);
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit, liquidity assessment, or similar requirement (including other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any compulsory loan requirement, insurance charge extensions of credit or other assessment) against assets of, or any deposits with or for the account other liabilities or commitments of, such Holder (or credit extended byits Applicable Lending Office), any Lender or including the Issuing Bank;
(ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by commitment of such Lender or any Letter of Credit or participation thereinHolder hereunder; or
(iii) subject any Recipient under this Agreement shall impose on such Holder (or under its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Document to Documents or any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition such extensions of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, credit or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(iv) commitments; and the result of any of the foregoing shall be is to increase the cost to such Lender Holder (or such other Recipient its Applicable Lending Office) of making, converting into, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit Eurodollar Rate Borrowings or to reduce the amount of any sum received or receivable by such Lender, Holder (or its Applicable Lending Office) under the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise)Loan Documents with respect to any Eurodollar Rate Borrowing, then the Borrower will Borrowers shall pay to such Lender, the Issuing Bank or Holder on demand such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, Holder for such additional costs incurred increased cost or reduction sufferedreduction. If any Holder requests compensation by Borrowers under this Section 4.1(a), Borrowers may, by notice to such Holder (with a copy to Administrative Agent), suspend the obligation of such Holder to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Holder to receive the compensation so requested.
Appears in 1 contract
Sources: Term Loan and Note Purchase Agreement (Sun Healthcare Group Inc)
Changes in Law. If If, after the date hereof, the adoption of any Change applicable Law or any change in any applicable Law shallor any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority:
(i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit, liquidity assessment, or similar requirement (including relating to any compulsory loan requirement, insurance charge extensions of credit or other assessment) against assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Lender or the Issuing Bank;
(ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender (or any Letter its Applicable Lending Office), including the commitment of Credit or participation thereinsuch Lender hereunder; or
(iii) subject any Recipient under this Agreement shall impose on such Lender (or under its Applicable Lending Office) or the London interbank market any other condition affecting the Loan Document to Documents or any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition such extensions of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, credit or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(iv) commitments; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Applicable Lending Office) of making, converting into, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit Borrowings or to reduce the amount of any sum received or receivable by such Lender, Lender (or its Applicable Lending Office) under the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise)Loan Documents with respect to any Borrowing, then the Borrower will shall pay to such Lender, the Issuing Bank or Lender on demand such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, Lender for such additional costs incurred increased cost or reduction sufferedreduction. If any Lender requests compensation by Borrower under this Section 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings with respect to which such compensation is requested until the event or condition giving rise to such request ceases to be in effect; provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requested.
Appears in 1 contract
Sources: Revolving Credit Agreement (Dobson Communications Corp)
Changes in Law. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirementrequirements, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted Term SOFR Rate) or the any Issuing BankLender;
(ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and or (C) Connection Income Taxes) on its advances, loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;; or
(iviii) impose on any Lender or any Issuing Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining any Loan Advance (or of maintaining its obligation to make any such LoanAdvance) or to increase the cost to such Lender, the such Issuing Bank Lender or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the such Issuing Bank Lender or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, the such Issuing Bank Lender or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the such Issuing Bank Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.. MRC Energy Company Credit Agreement 120
Appears in 1 contract
Changes in Law. If If, after the date hereof, the adoption of any Change applicable Law or any change in any applicable Law shallor any change in the interpretation or administration thereof by any Governmental Authority, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority:
(i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit, liquidity assessment, or similar requirement (including other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any compulsory loan requirement, insurance charge extensions of credit or other assessment) against assets of, or any deposits with or for the account other liabilities or commitments of, or credit extended by, any Lender or the Issuing Bank;
(ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender (or any Letter its Applicable Lending Office), including the commitment of Credit or participation thereinsuch Lender hereunder; or
(iii) subject shall impose on such Lender (or its Applicable Lending Office) or the London interbank market any Recipient under other condition affecting this Agreement or under its Notes or any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition such extensions of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, credit or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(iv) commitments; and the result of any of the foregoing shall be is to increase the cost to such Lender (or such other Recipient its Applicable Lending Office) of making, converting into, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit Eurodollar Rate Borrowings or to reduce the amount of any sum received or receivable by such Lender, Lender (or its Applicable Lending Office) under the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise)Loan Documents with respect to any Eurodollar Rate Borrowing, then the Borrower will shall pay to such Lender, the Issuing Bank or Lender on demand such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, Lender for such additional costs incurred increased cost or reduction sufferedreduction. If any Lender requests compensation by Borrower under this SECTION 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of SECTION 4.4 shall be applicable); provided, that such suspension shall not affect the Right of such Lender to receive the compensation so requested.
Appears in 1 contract
Sources: Revolving Credit Agreement (Intermedia Communications Inc)
Changes in Law. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the any Issuing Bank;
(ii) impose on any Lender or the Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii) subject any Recipient under this Agreement or under any other Loan Document to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable contributions thereto;; or
(iviii) impose on any Lender or any Issuing Bank the London or European interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or LIBOR Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuingconverting to, converting continuing or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan) ), or to increase the cost to such Lender, the Lender or such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the Lender or such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise)) then, then upon the request of such Lender or such Issuing Bank and subject to paragraphs (c) and (d) of this Section, the Borrower will pay to such Lender, the Issuing Bank Lender or such other RecipientIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank Lender or such other RecipientIssuing Bank, as the case may be, for such additional costs incurred or reduction suffered.
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