Common use of Change in Requirement of Law Clause in Contracts

Change in Requirement of Law. (a) If any Change in Requirement of Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, Buyer (except any such reserve requirement reflected in the Adjusted LIBOR Rate); or (ii) impose on Buyer or the London interbank market any other condition affecting this Agreement or Transactions entered into by Buyer; and the result of any of the foregoing shall be to increase the cost to Buyer of making or maintaining any purchase hereunder (or of maintaining its obligation to enter into any Transaction) or to increase the cost or to reduce the amount of any sum received or receivable by Buyer (whether of Repurchase Price, Price Differential or otherwise), then Seller will pay to Buyer such additional amount or amounts as will compensate Buyer for such additional costs incurred or reduction suffered. (b) If Buyer determines that any Change in Requirement of Law regarding capital requirements has or would have the effect of reducing the rate of return on Buyer’s capital or on the capital of Buyer’s holding company as a consequence of this Agreement or the purchases made by Buyer to a level below that which Buyer or Buyer’s holding company could have achieved but for such Change in Requirement of Law (taking into consideration Buyer’s policies with respect to capital adequacy), then from time to xxxx Xxxxxx will pay to Buyer such additional amount or amounts as will compensate Buyer or Buyer’s holding company for any such reduction suffered. (c) A certificate of Buyer setting forth in reasonable detail the determination of the amount or amounts necessary to compensate Buyer or its holding company, as the case may be, as specified in Paragraph 8(a) or 8(b) above shall be delivered to Seller and shall be conclusive absent manifest error. Seller shall pay Buyer, the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof. (d) Failure or delay on the part of Buyer to demand compensation pursuant to this Paragraph shall not constitute a waiver of Buyer’s right to demand such compensation; provided that Seller shall not be required to compensate Buyer pursuant to this Paragraph for any increased costs or reductions incurred more than one hundred eighty (180) days prior to the date that Buyer notifies Seller of the Change in Requirement of Law giving rise to such increased costs or reductions and of Buyer’s intention to claim compensation therefor; provided further that, if the Change in Requirement of Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Change in Requirement of Law. (a) If any Change in Requirement of Law shall: (i) impose, modify or deem applicable any reserve, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Buyer (except any such reserve requirement reflected in the Adjusted LIBOR Rate); or (ii) impose on Buyer any Buyer, Administrative Agent or the London interbank market any other condition (other than Taxes, as defined in Section 11(e)(ii)(A), affecting this Agreement or Transactions entered into by BuyerBuyers or Administrative Agent (for Buyers’ accounts); and the result of any of the foregoing shall be to increase the cost to Buyer Buyers or Administrative Agent of making or maintaining any purchase hereunder (or of maintaining its obligation to enter into any Transaction) or to increase the cost or to reduce the amount of any sum received or receivable by Buyer Buyers or Administrative Agent (whether of Repurchase Price, Price Differential or otherwise), then Seller Sellers, jointly and severally, will pay to Buyer Administrative Agent (for Buyers’ and its own accounts) such additional amount or amounts as will compensate Buyer Buyers and Administrative Agent for such additional costs incurred or reduction suffered. (b) If any Buyer or Administrative Agent reasonably determines that any Change in Requirement of Law regarding capital requirements has or would have the effect of reducing the rate of return on such Buyer’s capital or on the capital of such Buyer’s holding company as a consequence of this Agreement or the purchases made by such Buyer to a level below that which such Buyer or such Buyer’s holding company could have achieved but for such Change in Requirement of Law (taking into consideration such Buyer’s policies with respect to capital adequacy)) by an amount deemed by such Buyer in good faith to be material, then from time to xxxx Xxxxxx time Sellers, jointly and severally, will pay to Administrative Agent for the account of each such Buyer such additional amount or amounts as will compensate such Buyer or such Buyer’s holding company for any such reduction suffered. (c) A certificate of such Buyer setting forth in reasonable detail the determination of the amount or amounts necessary to compensate such Buyer or its holding company, as the case may be, as specified in Paragraph Section 8(a) or 8(b) above shall be delivered to Administrative Agent and Seller and shall be conclusive absent manifest error. Seller Sellers, jointly and severally, shall pay Administrative Agent, for the account of each such Buyer, the amount shown as due on any such certificate within ten (10) Business Days days after receipt thereof. (d) Failure or delay on the part of any Buyer to demand compensation pursuant to this Paragraph Section 8 shall not constitute a waiver of such Buyer’s right to demand such compensation; provided that Seller shall not be required to compensate any Buyer pursuant to this Paragraph Section for any increased costs or reductions incurred more than one hundred eighty (180) 270 days prior to the date that such Buyer notifies any Seller of the Change in Requirement of Law giving rise to such increased costs or reductions and of such Buyer’s intention to claim compensation therefor; provided further that, if the Change in Requirement of Law giving rise to such increased costs or reductions is retroactive, then the 180270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Change in Requirement of Law. (a) If any Change in Requirement of Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, Buyer (except any such reserve requirement reflected in the Adjusted LIBOR Rate)Buyer; or (ii) impose on any Buyer or the London interbank market Administrative Agent any other condition affecting this Agreement or Transactions entered into by BuyerBuyers or Administrative Agent (for Buyers’ accounts); and the result of any of the foregoing shall be to increase the cost to Buyer Buyers or Administrative Agent of making or maintaining any purchase hereunder (or of maintaining its obligation to enter into any Transaction) or to increase the cost or to reduce the amount of any sum received or receivable by Buyer Buyers or Administrative Agent (whether of Repurchase Price, Price Differential or otherwise), then Seller will pay to Buyer Administrative Agent (for Buyers’ and its own accounts) such additional amount or amounts as will compensate Buyer Buyers and Administrative Agent for such additional costs incurred or reduction suffered. (b) If any Buyer or Administrative Agent reasonably determines that any Change in Requirement of Law regarding capital requirements has or would have the effect of reducing the rate of return on such Buyer’s capital or on the capital of such Buyer’s holding company as a consequence of this Agreement or the purchases made by such Buyer to a level below that which such Buyer or such Buyer’s holding company could have achieved but for such Change in Requirement of Law (taking into consideration such Buyer’s policies with respect to capital adequacy)) by an amount deemed by such Buyer in good faith to be material, then from time to xxxx Xxxxxx will pay to Administrative Agent for the account of each such Buyer such additional amount or amounts as will compensate such Buyer or such Buyer’s holding company for any such reduction suffered. (c) A certificate of such Buyer setting forth in reasonable detail the determination of the amount or amounts necessary to compensate such Buyer or its holding company, as the case may be, as specified in Paragraph Section 8(a) or 8(b) above shall be delivered to Administrative Agent and Seller and shall be conclusive absent manifest error. Seller shall pay Administrative Agent, for the account of each such Buyer, the amount shown as due on any such certificate within ten (10) Business Days days after receipt thereof. (d) Failure or delay on the part of any Buyer to demand compensation pursuant to this Paragraph Section 8 shall not constitute a waiver of such Buyer’s right to demand such compensation; provided that Seller shall not be required to compensate any Buyer pursuant to this Paragraph Section 8 for any increased costs or reductions incurred more than one two hundred eighty seventy (180270) days prior to before the date that such Buyer notifies Seller of the Change in Requirement of Law giving rise to such increased costs or reductions and of such Buyer’s intention to claim compensation therefor; provided further that, if the Change in Requirement of Law giving rise to such increased costs or reductions is retroactive, then the 180270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Change in Requirement of Law. (a) If any Change in Requirement of Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, Buyer (except any such reserve requirement reflected in the Adjusted LIBOR Rate); or (ii) impose on Buyer or the London interbank market any other condition affecting this Agreement or Transactions entered into by Buyer; and the result of any of the foregoing shall be to increase the cost to Buyer of making or maintaining any purchase hereunder (or of maintaining its obligation to enter into any Transaction) or to increase the cost or to reduce the amount of any sum received or receivable by Buyer (whether of Repurchase Price, Price Differential or otherwise), then Seller Sellers, jointly and severally, will pay to Buyer such additional amount or amounts as will compensate Buyer for such additional costs incurred or reduction suffered. (b) If Buyer determines that any Change in Requirement of Law regarding capital requirements has or would have the effect of reducing the rate of return on Buyer’s capital or on the capital of Buyer’s holding company as a consequence of this Agreement or the purchases made by Buyer to a level below that which Buyer or Buyer’s holding company could have achieved but for such Change in Requirement of Law (taking into consideration Buyer’s policies with respect to capital adequacy), then from time to xxxx Xxxxxx time Sellers, jointly and severally, will pay to Buyer such additional amount or amounts as will compensate Buyer or Buyer’s holding company for any such reduction suffered. (c) A certificate of Buyer setting forth in reasonable detail the determination of the amount or amounts necessary to compensate Buyer or its holding company, as the case may be, as specified in Paragraph 8(asubparagraph (a) or 8(b(b) above of this Paragraph shall be delivered to a Seller and shall be conclusive absent manifest error. Seller Sellers, jointly and severally, shall pay Buyer, the amount shown as due on any such certificate within ten (10) Business Days days after receipt thereof. (d) Failure or delay on the part of Buyer to demand compensation pursuant to this Paragraph shall not constitute a waiver of Buyer’s right to demand such compensation; provided that Seller Sellers shall not be required to compensate Buyer pursuant to this Paragraph for any increased costs or reductions incurred more than one hundred eighty (180) 270 days prior to the date that Buyer notifies any Seller of the Change in Requirement of Law giving rise to such increased costs or reductions and of Buyer’s intention to claim compensation therefor; provided further provided, further, that, if the Change in Requirement of Law giving rise to such increased costs or reductions is retroactive, then the 180270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Change in Requirement of Law. (a) If any Change in Requirement of Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Buyer (except any such reserve requirement reflected in the Adjusted LIBOR Rate); or (ii) impose on Buyer any Buyer, Administrative Agent or the London interbank market any other condition affecting this Agreement or Transactions entered into by BuyerBuyers or Administrative Agent (for Buyers’ accounts); and the result of any of the foregoing shall be to increase the cost to Buyer Buyers or Administrative Agent of making or maintaining any purchase hereunder (or of maintaining its obligation to enter into any Transaction) or to increase the cost or to reduce the amount of any sum received or receivable by Buyer Buyers or Administrative Agent (whether of Repurchase Price, Price Differential or otherwise), then Seller will pay to Buyer Administrative Agent (for Buyers’ and its own accounts) such additional amount or amounts as will compensate Buyer Buyers and Administrative Agent for such additional costs incurred or reduction suffered. (b) If any Buyer or Administrative Agent reasonably determines that any Change in Requirement of Law regarding capital requirements has or would have the effect of reducing the rate of return on such Buyer’s capital or on the capital of such Buyer’s holding company as a consequence of this Agreement or the purchases made by such Buyer to a level below that which such Buyer or such Buyer’s holding company could have achieved but for such Change in Requirement of Law (taking into consideration such Buyer’s policies with respect to capital adequacy)) by an amount deemed by such Buyer in good faith to be material, then from time to xxxx Xxxxxx will pay to Administrative Agent for the account of each such Buyer such additional amount or amounts as will compensate such Buyer or such Buyer’s holding company for any such reduction suffered. (c) A certificate of such Buyer setting forth in reasonable detail the determination of the amount or amounts necessary to compensate such Buyer or its holding company, as the case may be, as specified in Paragraph Section 8(a) or 8(b) above shall be delivered to Administrative Agent and Seller and shall be conclusive absent manifest error. Seller shall pay Administrative Agent, for the account of each such Buyer, the amount shown as due on any such certificate within ten (10) Business Days days after receipt thereof. (d) Failure or delay on the part of any Buyer to demand compensation pursuant to this Paragraph Section 8 shall not constitute a waiver of such Buyer’s right to demand such compensation; provided that Seller shall not be required to compensate any Buyer pursuant to this Paragraph Section 8 for any increased costs or reductions incurred more than one two hundred eighty seventy (180270) days prior to before the date that such Buyer notifies Seller of the Change in Requirement of Law giving rise to such increased costs or reductions and of such Buyer’s intention to claim compensation therefor; provided further that, if the Change in Requirement of Law giving rise to such increased costs or reductions is retroactive, then the 180270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Change in Requirement of Law. (a) If any Change in Requirement of Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, Buyer (except any such reserve requirement reflected in the Adjusted LIBOR Rate); or (ii) impose on Buyer or the London interbank market any other condition affecting this Agreement or Transactions entered into by Buyer; and the result of any of the foregoing shall be to increase the cost to Buyer of making or maintaining any purchase hereunder (or of maintaining its obligation to enter into any Transaction) or to increase the cost or to reduce the amount of any sum received or receivable by Buyer (whether of Repurchase Price, Price Differential or otherwise), then Seller will pay to Buyer such additional amount or amounts as will compensate Buyer for such additional costs incurred or reduction suffered. (b) If Buyer determines that any Change in Requirement of Law regarding capital requirements has or would have the effect of reducing the rate of return on Buyer’s capital or on the capital of Buyer’s holding company as a consequence of this Agreement or the purchases made by Buyer to a level below that which Buyer or Buyer’s holding company could have achieved but for such Change in Requirement of Law (taking into consideration Buyer’s policies with respect to capital adequacy), then from time to xxxx Xxxxxx will pay to Buyer such additional amount or amounts as will compensate Buyer or Buyer’s holding company for any such reduction suffered. (c) A certificate of Buyer setting forth in reasonable detail the determination of the amount or amounts necessary to compensate Buyer or its holding company, as the case may be, as specified in Paragraph 8(asubparagraph (a) or 8(b(b) above of this Paragraph shall be delivered to Seller and shall be conclusive absent manifest error. Seller shall pay Buyer, the amount shown as due on any such certificate within ten (10) Business Days 10 days after receipt thereof. (d) Failure or delay on the part of Buyer to demand compensation pursuant to this Paragraph shall not constitute a waiver of Buyer’s right to demand such compensation; provided that Seller shall not be required to compensate Buyer pursuant to this Paragraph for any increased costs or reductions incurred more than one hundred eighty (180) 270 days prior to the date that Buyer notifies Seller of the Change in Requirement of Law giving rise to such increased costs or reductions and of Buyer’s intention to claim compensation therefor; provided further that, if the Change in Requirement of Law giving rise to such increased costs or reductions is retroactive, then the 180270-day period referred to above shall be extended to include the period of retroactive effect thereof. (e) If, within 10 days after receipt of notice from Buyer demanding compensation pursuant to this Paragraph (it being understood that a certificate described in clause (c) above shall constitute such notice for purposes hereof), Seller notifies Buyer that it declares the Termination Date in accordance with clause (i) of the definition of “Termination Date” (which Termination Date shall occur not less than 30 days following such notice from Seller to Buyer), Seller shall be entitled to receive a pro-rated refund of the “Commitment Fee” (as defined in the Side Letter) in the amount equal to the portion of the total Commitment Fee allocated to the period of time following the Termination Date declared pursuant to this clause (e) until October 29, 2010, calculated on a 364 day per year basis. Such refund shall be paid to Seller on the Termination Date net of any amounts owed by Seller to Buyer or any other Indemnified Party as of the Termination Date.