Common use of Additional Amounts Payable Clause in Contracts

Additional Amounts Payable. (a) If the adoption of or any change in any statute, rule, regulation, order or policy of any government authority or agency or in the interpretation or application thereof or compliance by the Bank with any request or directive (whether or not having the force of law) from any central bank or other government authority or agency made subsequent to the date hereof: (i) shall subject the Bank to any tax of any kind whatsoever with respect to this Agreement, any Note or any Loan or change the basis of taxation of payments to the Bank in respect thereof (except for changes in the rate of tax on the overall net income of the Bank). (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds, by, any office of the Bank; or (iii) shall impose on the Bank any other condition affecting the Credit Facility, this Agreement or any Loan; and the result of any of the foregoing is to increase the cost to the Bank, by an amount which the Bank deems to be material, of making, continuing or maintaining Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, each Borrower or Portfolio whose Loans or access to Loans under the Credit Facility are affected by the foregoing shall promptly pay to the Bank, upon demand therefor by the Bank, such additional amount or amounts as will compensate the Bank for such increased cost or reduced amount receivable for all periods commencing 60 days after the Bank has provided notice thereof to the Borrowers. (b) If the Bank shall have determined that the adoption of or any change in any statute, rule, regulation, order or policy of any government authority or agency regarding capital adequacy or in the interpretation or application thereof or compliance by the Bank or any corporation controlling the Bank with any request or directive regarding capital adequacy (whether or not having the force of law) from any governmental authority or agency made subsequent to the date hereof shall have the effect of reducing the rate of return on the Bank's or such corporation's capital as a consequence of its obligations hereunder to a level below that which the Bank or such corporation could have achieved but for such adoption, change or compliance by an amount deemed by the Bank to be material, then from time to time, the Borrowers and the Portfolios shall promptly pay to the Bank, upon demand therefor by the Bank, such additional amount or amounts as will compensate the Bank for such reduction for all periods commencing 60 days after the Bank has provided notice thereof to the Borrowers and the Portfolios. (c) If the Bank claims any additional amounts pursuant to this Section 1.07, it shall promptly notify the Borrowers and the Portfolios of the event by reason of which it has become so entitled. A certificate of an authorized officer of the Bank as to any additional amounts payable pursuant to this subsection submitted by the Bank to the Borrowers and the Portfolios shall be conclusive in the absence of manifest error.

Additional Amounts Payable. (a) If the adoption of or any change in or the enactment, adoption or judicial or administrative interpretation of any statute, rulelaw, regulation, order or policy of any government authority or agency or in the interpretation or application thereof or compliance by the Bank with any request treaty, guideline or directive (whether or not having including, without limitation, Regulation D of the force Board of lawGovernors of the Federal Reserve System) from any central bank or other government authority or agency made subsequent to the date hereof: either (iA) shall subject subjects the Bank to any tax of any kind whatsoever additional tax, duty, charge, deduction or withholding with respect to this Agreement, any Note of the Credit Enhancement Letters of Credit or any Loan or change the basis of taxation of payments to amount paid by the Bank in respect thereof thereunder or received by the Bank under this Agreement (except for changes in other than a tax measured by the rate of tax on the overall net or gross income of the Bank). , or (iiB) shall impose, modify imposes or hold applicable increases any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the on account of, advances, loans or other extensions of credit by, or any other acquisition of funds, by, any office of the Bank; or (iii) shall impose on the Bank any other condition affecting the Credit Facility, this Agreement or any Loan; and the result of any of the Credit Enhancement Letters of Credit, or (C) imposes increased minimum capital requirements on the Bank on account of its issuing any of the Credit Enhancement Letters of Credit, and if any of the foregoing is (i) results in an increase to increase the Bank in the cost of maintaining any of the Credit Enhancement Letters of Credit or making any payment on account of any of the Credit Enhancement Letters of Credit, (ii) reduces the amount of any payment receivable by the Bank under this Agreement, (iii) requires the Bank to make any payment calculated by reference to the Bank, gross amount of any sum received or paid by an amount which the Bank deems pursuant to be material, any of making, continuing or maintaining Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, each Borrower or Portfolio whose Loans or access to Loans under the Credit Facility are affected Enhancement Letters of Credit or this Agreement (other than a tax measured by the foregoing Bank's gross or net income) or (iv) reduces the rate of return on the Bank's capital, the Company shall promptly pay to the Bank, upon demand therefor by as additional commission for the BankCredit Enhancement Letters of Credit, such additional amount or amounts as will compensate the Bank for such increased cost cost, payment or reduced amount receivable for all periods commencing 60 days after reduction. Any such payment shall be made to the Bank has provided notice thereof within ten (10) days of demand and presentation of a certificate to the Borrowers. (b) If Company containing a statement of the Bank cause of such increased cost, payment or reduction and a calculation of the amount thereof, which statement and calculation shall have determined that the adoption of or any change in any statute, rule, regulation, order or policy of any government authority or agency regarding capital adequacy or in the interpretation or application thereof or compliance by the Bank or any corporation controlling the Bank with any request or directive regarding capital adequacy (whether or not having the force of law) from any governmental authority or agency made subsequent to the date hereof shall have the effect of reducing the rate of return on the Bank's or such corporation's capital as a consequence of its obligations hereunder to a level below that which the Bank or such corporation could have achieved but for such adoption, change or compliance by an amount be deemed by the Bank facie to be material, then from time to time, the Borrowers and the Portfolios shall promptly pay to the Bank, upon demand therefor by the Bank, such additional amount or amounts as will compensate the Bank for such reduction for all periods commencing 60 days after the Bank has provided notice thereof to the Borrowers and the Portfolioscorrect. (c) If the Bank claims any additional amounts pursuant to this Section 1.07, it shall promptly notify the Borrowers and the Portfolios of the event by reason of which it has become so entitled. A certificate of an authorized officer of the Bank as to any additional amounts payable pursuant to this subsection submitted by the Bank to the Borrowers and the Portfolios shall be conclusive in the absence of manifest error.

Additional Amounts Payable. (a) If the adoption of or any change in or the enactment, adoption or judicial or administrative interpretation of any statute, rulelaw, regulation, order or policy of any government authority or agency or in the interpretation or application thereof or compliance by the Bank with any request treaty, guideline or directive (whether or not having including, without limitation, Regulation O of the force Board of lawGovernors of the Federal Reserve System) from any central bank or other government authority or agency made subsequent to the date hereof: either (i) shall subject the subjects any Bank to any tax of any kind whatsoever additional tax, duty, charge, deduction or withholding with respect to this Agreement, any Note the Letter of Credit or any Loan participation therein or change any amount paid by the basis Banks thereunder or received by the Banks under this Agreement because of taxation the Letter of payments to Credit (other than a tax measured by the Bank in respect thereof (except for changes in the rate of tax on the overall net or gross income of the BankBanks). , or (ii) shall impose, modify imposes or hold applicable increases any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits on account of the Letter of Credit or other liabilities in or for the account of, advances, loans or other extensions of credit byany participation therein, or any other acquisition of funds, by, any office of the Bank; or (iii) shall impose imposes increased minimum capital requirements on any Bank on account of its issuing or participating in the Bank any other condition affecting the Credit FacilityLetter of Credit, this Agreement or any Loan; and the result of if any of the foregoing is (A) results in an increase to increase any Bank in the cost of maintaining the Letter of Credit or any participation therein, or making any payment on account of the Letter of Credit or any participation therein, (B) reduces the amount of any payment receivable by the Banks under this Agreement with respect to the BankLetter of Credit, (C) requires the Banks to make any payment calculated by an reference to the gross amount which the Bank deems to be material, of making, continuing any sum received or maintaining Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, each Borrower or Portfolio whose Loans or access to Loans under the Credit Facility are affected paid by the foregoing shall promptly pay Banks pursuant to the Bank, upon demand therefor Letter of Credit or any participation therein (other than a tax measured by the Bank, such additional amount Banks' gross or amounts as will compensate the Bank for such increased cost net income) or reduced amount receivable for all periods commencing 60 days after the Bank has provided notice thereof to the Borrowers. (bD) If the Bank shall have determined that the adoption of or any change in any statute, rule, regulation, order or policy of any government authority or agency regarding capital adequacy or in the interpretation or application thereof or compliance by the Bank or any corporation controlling the Bank with any request or directive regarding capital adequacy (whether or not having the force of law) from any governmental authority or agency made subsequent to the date hereof shall have the effect of reducing reduces the rate of return on the Bank's or such corporation's capital as a consequence of its obligations hereunder to a level below that which the Bank or such corporation could have achieved but for such adoption, change or compliance by an amount deemed by the Bank to be material, then from time to timeBanks' capital, the Borrowers and the Portfolios shall promptly pay to NBD for the Bankaccount of the Banks, upon demand therefor by as additional compensation for the BankLetter of Credit, such additional amount or amounts as will compensate the Bank Banks for such reduction for all periods commencing 60 increased cost, payment or reduction. Within 30 days after (i) the Bank has provided notice thereof initial demand therefor and (ii) presentation by NBD of a certificate to the Borrowers containing a statement of the cause of such increased cost, payment or reduction and a calculation of the Portfolios. amount thereof (c) If the Bank claims any additional amounts pursuant which statement and calculation shall be rebuttably presumed to this Section 1.07be correct), it shall promptly notify the Borrowers and shall pay the Portfolios of additional amount payable measured from the event by reason of which it has become so entitled. A certificate of an authorized officer of date such change, enactment, adoption or interpretation first affects the Bank as to any additional amounts payable pursuant to this subsection submitted by the relevant Bank to the Borrowers and date of the Portfolios next Quarterly Commission Due Date with respect to the Letter of Credit. Thereafter, the additional amount payable shall be conclusive reflected by an increase in the absence quarterly commissions payable with respect to the Letter of manifest errorCredit pursuant to Section 3.3 and shall be payable, in arrears, on the dates such quarterly commissions are due pursuant to Section 3.3.

Additional Amounts Payable. If any Regulatory Change either shall (a) If the adoption of or subject any change in any statute, rule, regulation, order or policy of any government authority or agency or in the interpretation or application thereof or compliance by the Bank with any request or directive (whether or not having the force of law) from any central bank or other government authority or agency made subsequent to the date hereof: (i) shall subject the Bank Lender to any tax of any kind whatsoever additional tax, duty, charge, deduction or withholding with respect to this Agreement, any Note of the Loans or any Loan Letters of Credit (other than a tax measure by the net or change the basis of taxation of payments to the Bank in respect thereof (except for changes in the rate of tax on the overall net gross income of the BankLender). , or (iib) shall impose, modify impose or hold applicable increase any reserve, special deposit, compulsory loan deposit or similar requirement against assets held by, deposits or other liabilities in or for the on account of, advances, loans or other extensions of credit by, or any other acquisition of funds, by, any office of the Bank; or (iii) shall impose on the Bank any other condition affecting the Credit Facility, this Agreement or any Loan; and the result of any of the Loans or Letters of Credit not otherwise provided in this Agreement or (c) impose increased minimum capital requirements on the Lender on account of its issuing or maintaining any of the Loans or Letters of Credit; and if any of the foregoing is (i) results in any increase to increase the Lender in the cost of issuing or maintaining any of the Loans or Letters of Credit, or making any payment on account of any of the Loans or Letters of Credit, (ii) reduces the amount of any payment receivable by the Lender under this Agreement with respect to any of the Loans or Letters of Credit, (iii) requires the Lender to make any payment calculated by reference to the Bank, gross amount of any sum received or paid by an amount which the Bank deems Lender pursuant to be material, any of making, continuing or maintaining the Loans or to reduce any amount receivable hereunder in respect thereofLetters of Credit, then, in any such case, each Borrower or Portfolio whose Loans or access to Loans under the Credit Facility are affected by the foregoing shall promptly pay to the Bank, upon demand therefor by the Bank, such additional amount or amounts as will compensate the Bank for such increased cost or reduced amount receivable for all periods commencing 60 days after the Bank has provided notice thereof to the Borrowers. (biv) If the Bank shall have determined that the adoption of or any change in any statute, rule, regulation, order or policy of any government authority or agency regarding capital adequacy or in the interpretation or application thereof or compliance by the Bank or any corporation controlling the Bank with any request or directive regarding capital adequacy (whether or not having the force of law) from any governmental authority or agency made subsequent to the date hereof shall have the effect of reducing reduces the rate of return on the Bank's or such corporationLender's capital as a consequence of its obligations hereunder to a level below that which the Bank or such corporation Lender could otherwise have achieved but for such adoption, change or compliance by an amount deemed by (taking into consideration the Bank Lender's policies with respect to be materialcapital adequacy), then from time to time, the Borrowers and the Portfolios Company shall promptly pay to the BankLender, upon demand therefor by as additional compensation for the BankLoans or Letters of Credit, such additional amount or amounts as will compensate the Bank Lender for such reduction for all periods commencing 60 increased costs, payments or reductions. Within twenty (20) days after (A) the Bank has provided notice thereof initial demand therefor and (b) presentation by the Lender of a certificate to the Borrowers and the Portfolios. (c) If the Bank claims any additional amounts pursuant to this Section 1.07, it shall promptly notify the Borrowers and the Portfolios Company containing a statement of the event by reason cause of which it has become so entitled. A certificate of an authorized officer such increased costs, payments or reductions and a calculation of the Bank as to any additional amounts payable pursuant to this subsection submitted by the Bank to the Borrowers thereof (which statement and the Portfolios calculation shall be conclusive in presumed prima facie to be correct), the absence of manifest errorCompany shall pay the additional amount payable measured from the date such change, enactment, adoption or interpretation first affects the Lender.

Additional Amounts Payable. (a) If the adoption of or any change in or the enactment, adoption or judicial or administrative interpretation of any statute, rulelaw, regulation, order or policy of any government authority or agency or in the interpretation or application thereof or compliance by the Bank with any request treaty, guideline or directive (whether or not having including, without limitation, Regulation D of the force Board of lawGovernors of the Federal Reserve System) from any central bank or other government authority or agency made subsequent to the date hereof: either (i) shall subject subjects Bank One or the Bank Banks to any tax of any kind whatsoever additional tax, duty, charge, deduction or withholding with respect to this Agreement, any Note the Letter of Credit or any Loan amount paid by Bank One or change the basis Banks thereunder or received by Bank One or the Banks under this Agreement (other than a tax measured by the net or gross income or revenues of taxation of payments to Bank One or the Bank in respect thereof (except for changes in the rate of tax on the overall net income of the BankBanks). , or (ii) shall impose, modify imposes or hold applicable increases any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for on account of the account of, advances, loans or other extensions Letter of credit byCredit, or any other acquisition of funds, by, any office of the Bank; or (iii) shall impose imposes increased minimum capital requirements on Bank One or the Bank any other condition affecting Banks on account of their issuing or sharing in the Credit Facilityrisk of the Letter of Credit, this Agreement or any Loan; and the result of if any of the foregoing is (w) results in an increase to increase Bank One or the Banks in the cost of maintaining the Letter of Credit or making any payment on account of the Letter of Credit, (x) reduces the amount of any payment receivable by Bank One or the Banks under this Agreement, (y) requires Bank One or the Banks to make any payment calculated by reference to the Bank, gross amount of any sum received or paid by an amount which Bank One or the Bank deems to be material, of making, continuing or maintaining Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, each Borrower or Portfolio whose Loans or access to Loans under the Credit Facility are affected by the foregoing shall promptly pay Banks pursuant to the Bank, upon demand therefor Letter of Credit or this Agreement (other than a tax measured by Bank One's or the Bank, such additional amount Banks' gross or amounts as will compensate the Bank for such increased cost net income or reduced amount receivable for all periods commencing 60 days after the Bank has provided notice thereof to the Borrowers. revenues) or (bz) If the Bank shall have determined that the adoption of or any change in any statute, rule, regulation, order or policy of any government authority or agency regarding capital adequacy or in the interpretation or application thereof or compliance by the Bank or any corporation controlling the Bank with any request or directive regarding capital adequacy (whether or not having the force of law) from any governmental authority or agency made subsequent to the date hereof shall have the effect of reducing reduces the rate of return on Bank One or the Bank's or such corporation's capital as a consequence of its obligations hereunder Banks' capital, ADESA shall pay to a level below that which the Bank or such corporation could have achieved but for such adoption, change or compliance by an amount deemed by the Bank to be material, then from time to time, the Borrowers One and the Portfolios shall promptly pay to Banks, as additional commission for the Bank, upon demand therefor by the BankLetter of Credit, such additional amount or amounts as will compensate Bank One and the Bank Banks for such reduction for all periods commencing 60 days after the increased cost, payment or reduction. Any such payment shall be made to Bank has provided notice thereof to the Borrowers One and the Portfolios. (c) If Banks within 15 days of demand and presentation of a certificate to ADESA containing a statement of the Bank claims cause of such increased cost, payment or reduction and a calculation of the amount thereof, which statement and calculation shall be deemed prima facie to be correct. For the avoidance of doubt, it is noted that any additional amounts pursuant to commission payable under the terms of this Section 1.07, it subsection shall promptly notify be computed on the Borrowers and the Portfolios basis of the event by reason of which it has become so entitled. A certificate of an authorized officer quarterly commission payable on account of the Bank as to any additional amounts payable pursuant to this subsection submitted by Letter of Credit, notwithstanding the Bank to the Borrowers and the Portfolios shall be conclusive sale of participations in the absence risk and funding requirements of manifest errorthe Letter of Credit permissible under the terms of this Agreement.

Additional Amounts Payable. If any change or the enactment, adoption or judicial or administrative interpretation of any law, regulation, treaty, guideline or directive (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) either (a) If the adoption of or any change in any statute, rule, regulation, order or policy of any government authority or agency or in the interpretation or application thereof or compliance by the Bank with any request or directive (whether or not having the force of law) from any central bank or other government authority or agency made subsequent to the date hereof: (i) shall subject the subjects Bank to any tax of any kind whatsoever additional tax, duty, charge, deduction or withholding with respect to this Agreement, any Note of the credit facilities provided by Bank hereunder (other than a tax measured by the net or any Loan or change the basis of taxation of payments to the Bank in respect thereof (except for changes in the rate of tax on the overall net gross income of the Bank). , or (iib) shall impose, modify imposes or hold applicable increases any reserve, special deposit, compulsory loan deposit or similar requirement against assets held by, deposits or other liabilities in or for the on account of, advances, loans or other extensions of credit by, or any other acquisition of funds, by, any office of the Bank; or (iii) shall impose on the Bank any other condition affecting the Credit Facility, this Agreement or any Loan; and the result of any of the credit facilities provided by Bank hereunder not otherwise provided in this Agreement or (c) imposes increased minimum capital requirements on Bank on account of its issuing or maintaining any of the credit facilities provided by Bank hereunder; and if any of the foregoing is (i) results in an increase to increase Bank in the cost of issuing or maintaining any of the credit facilities provided by Bank hereunder, or making any payment on account of any of the credit facilities provided by Bank hereunder, (ii) reduces the amount of any payment receivable by Bank under this Agreement with respect to any of the credit facilities provided by Bank hereunder, (iii) requires Bank to make any payment calculated by reference to the Bank, by an gross amount which the Bank deems to be material, of making, continuing or maintaining Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, each Borrower or Portfolio whose Loans or access to Loans under the Credit Facility are affected by the foregoing shall promptly pay to the Bank, upon demand therefor by the Bank, such additional amount or amounts as will compensate the Bank for such increased cost or reduced amount receivable for all periods commencing 60 days after the Bank has provided notice thereof to the Borrowers. (b) If the Bank shall have determined that the adoption of or any change in any statute, rule, regulation, order or policy of any government authority sum received or agency regarding capital adequacy paid by Bank pursuant to any of the credit facilities provided by Bank hereunder, or in the interpretation or application thereof or compliance by the Bank or any corporation controlling the Bank with any request or directive regarding capital adequacy (whether or not having the force of lawiv) from any governmental authority or agency made subsequent to the date hereof shall have the effect of reducing reduces the rate of return on the Bank's or such corporation's capital as a consequence of its obligations hereunder to a level below that which the Bank or such corporation could otherwise have achieved but for such adoption, change or compliance by an amount deemed by the Bank (taking into consideration Bank's policies with respect to be materialCapital Adequacy), then from time to time, the Borrowers and the Portfolios Borrower shall promptly pay to the Bank, upon demand therefor as additional compensation for the credit facilities provided by the BankBank hereunder, such additional amount or amounts as will compensate the Bank for such reduction for all periods commencing 60 increased cost, payment or reduction. Within twenty (20) days after (A) the initial demand therefor and (B) presentation by Bank has provided notice thereof of a certificate to the Borrowers and the Portfolios. (c) If the Bank claims any additional amounts pursuant to this Section 1.07, it shall promptly notify the Borrowers and the Portfolios Borrower containing a statement of the event by reason cause of which it has become so entitled. A certificate of an authorized officer such increased cost, payment or reduction and a calculation of the Bank as to any additional amounts payable pursuant to this subsection submitted by the Bank to the Borrowers amount thereof (which statement and the Portfolios calculation shall be conclusive in presumed prima facie to be correct), Borrower shall pay the absence of manifest erroradditional amount payable measured from the date such change, enactment, adoption or interpretation first affects Bank.