Common use of Increased Costs Capital Adequacy Clause in Contracts

Increased Costs Capital Adequacy. (a) The Borrower shall pay to each Lender from time to time on demand such amounts as such Lender may determine to be reasonably necessary to compensate it or its holding company for any costs which such Lender determines are attributable to its making or maintaining Loans, issuing or maintaining Letters of Credit (or participations therein), or maintaining Commitments hereunder or its obligation to make any such Loans or issue or maintain any Letters of Credit (or participations therein) hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans, Letters of Credit Commitments or obligation, in each case resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement in respect of any of such Loans, Letters of Credit (or participations therein) or Commitments (other than taxes imposed on the overall net income of such Lender or of its Applicable Lending Office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender or any holding company of such bank (including, without limitation, a request or requirement which affects the manner in which any Lender or the holding company of any thereof allocates capital resources to commitments, including the Commitments and obligations of such Lender hereunder). Each Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this clause (a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation.

Increased Costs Capital Adequacy. (a) The Borrower shall pay agrees that if any Applicable Law now or hereafter in effect and whether or not presently applicable to each any Lender from time to time on demand such amounts as such Lender may determine to be reasonably necessary to compensate it or its holding company for any costs which such Lender determines are attributable to its making or maintaining Loans, issuing or maintaining Letters of Credit (or participations therein), or maintaining Commitments hereunder or its obligation to make any such Loans or issue or maintain any Letters of Credit (or participations therein) hereunder, or any reduction in any amount receivable by such Lender hereunder in respect request, guideline or directive of any such Loans, Letters Governmental Authority (whether or not having the force of Credit Commitments law and whether or obligation, in each case resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable not failure to such Lender under this Agreement in respect of any of such Loans, Letters of Credit (or participations thereincomply therewith would be lawful) or Commitments the interpretation or administration thereof by any Governmental Authority charged with administration thereof, shall (other than taxes imposed on the overall net income of such Lender i)(A) impose, affect, modify or of its Applicable Lending Office); or (ii) imposes or modifies deem applicable any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio maintenance or similar requirements relating requirement against anyLoan, (B) impose on any Lender any other condition regarding any Loan, this Agreement, any Note or the facilities provided hereunder or (C) impose or increase a requirement by such Lender (or such Lender's parent) to allocate capital resources to such Lender's Commitment to make Loans hereunder which has or would have the effect of reducing the return on such Lender's capital to a level below that which such Lender could have achieved (taking into consideration such Lender's then existing policies with respect to capital adequacy and assuming full utilization of such Lender's capital) or (ii) subject such Lender to any extensions taxes or similar charges (other than taxes on or measured by income of credit such Lender) on the recording, registration, notarization or other assets offormalization of the Loans or the Notes, and the result of any circumstance referred to in clause (i) or (ii) above shall be to increase the cost to such Lender of making, funding or maintaining any deposits with Loan or other liabilities of, to reduce the amount of any sum receivable by such Lender or such Lender's rate of return on capital with respect to any holding company Loan to a level below that which such Lender could have achieved but for such imposition, modification or deemed applicability by an amount deemed by such Lender (in the exercise of its reasonable judgment) to be material, then, upon demand by such Lender, the Borrower shall immediately pay to such Lender additional amounts which shall be sufficient to compensate such Lender for such increased cost, tax or reduced rate of return. The Borrower shall not be responsible to any Lender for any such costs incurred by such Lender as a result of any of the aforementioned events occurring more than 90 days prior to the Borrower's receipt of notice of such bank (including, without limitation, a request or requirement which affects the manner in which any Lender or the holding company of any thereof allocates capital resources to commitments, including the Commitments and obligations of claim from such Lender hereunder). Each Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this clause (a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensationLender.

Increased Costs Capital Adequacy. (a) The If, after the date hereof due to either (i)the introduction of or any change in or to the interpretation of any law or regulation by the governmental authority that promulgated or administers compliance with such law or regulation (other than laws or regulations with respect to income taxes or any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentage) or (ii)the compliance with any guideline or request from any central bank or other fiscal, monetary or governmental authority, rating agency or similar agency (whether or not having the force of law), and taking into account the obligations of the Liquidity Providers under the Liquidity Agreement, and otherwise in connection with EagleFunding's asset-supported financing business, any reserve or deposit or similar requirement shall be imposed, modified or deemed applicable or, any basis of taxation shall be changed or any other condition shall be imposed, and there shall be any increase in the cost to EagleFunding (either directly or indirectly through any increase in the costs to the Liquidity Providers) of making, funding, or maintaining EagleFunding Loans or in the cost to EagleFunding of agreeing to make, fund, or maintain EagleFunding Loans (including the reduction of any sum received or amount of principal or interest receivable under the Pledged Contracts), then the Borrower shall pay to each Lender from time to time on time, upon demand such by EagleFunding, by the submission of the certificate described below, pay to EagleFunding, additional amounts as such Lender may determine to be reasonably necessary sufficient to compensate it or its holding company EagleFunding, for any costs which such Lender determines are attributable to its making or maintaining Loansincreased cost; provided, issuing or maintaining Letters of Credit (or participations therein)however, or maintaining Commitments hereunder or its obligation to make any such Loans or issue or maintain any Letters of Credit (or participations therein) hereunder, or any reduction that in any amount receivable by such Lender hereunder in respect the case of any such Loans, Letters increased cost -------- ------- incurred solely as a result of Credit Commitments compliance with any guideline or obligation, in each case resulting from any Regulatory Change which: (i) changes the basis of taxation request of any rating agency, the Borrower's obligation to pay any additional amounts payable identified on the certificate described below by way of compensation shall neither accrue, nor become due and payable, prior to the 90th day following the Borrower's receipt of such certificate (it being understood that the Borrower shall have no obligation to pay any such additional amount incurred solely as a result of a guideline or request of a rating agency if all outstanding EagleFunding Loans and any other amounts outstanding hereunder are repaid in full and in cash, and the Borrower shall have terminated the obligations of the other parties hereto, prior to such Lender under this Agreement in respect of any 90th day following the Borrower's receipt of such Loans, Letters of Credit (or participations therein) or Commitments (other than taxes imposed on certificate). A certificate setting forth in reasonable detail the overall net income amount of such Lender or of its Applicable Lending Office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating increased cost submitted to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender or any holding company of such bank (including, without limitation, a request or requirement which affects the manner in which any Lender Borrower by EagleFunding or the holding company Deal Agent on behalf of any thereof allocates capital resources to commitmentsEagleFunding shall be conclusive and binding for all purposes, including the Commitments and obligations of such Lender hereunder). Each Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this clause (a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensationabsent manifest error.

Increased Costs Capital Adequacy. (a) The Borrower shall pay to each Lender from time to time on demand such amounts as such Lender may determine to be reasonably necessary to compensate it or its holding company for any costs which such Lender determines are attributable to its making or maintaining Loans, issuing or maintaining Letters of Credit (or participations therein)Credit, or maintaining Commitments hereunder or its obligation to make any such Loans or issue or maintain any Letters of Credit (or participations therein) hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans, Letters of Credit Commitments or obligationCommitments, in each case resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement in respect of any of such Loans, Letters of Credit (or participations therein) or Commitments (other than taxes imposed on the overall net income of such Lender or of its Applicable Lending OfficeLender); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender or any holding company of such bank Lender (including, without limitation, including a request or requirement which affects the manner in which any Lender or the holding company of any thereof allocates capital resources to commitments, including the Commitments and obligations of such Lender hereunderCommitments). Each Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this clause subsection (a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation.

Increased Costs Capital Adequacy. If, after the Effective Date, Lender shall have reasonably determined in good faith that the adoption of any Requirement of Law regarding or applicable to the capital adequacy of Lender, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by Lender with any policy, guideline, directive or request regarding capital adequacy of any such Governmental Authority, has or would have the effect of reducing the rate of return on the capital of Lender as a consequence of the obligations or commitments of Lender in respect of all or any part of the Loan to a level below that which Lender could have achieved but for such adoption, change or compliance (ataking into consideration the policies of Lender or with respect to capital adequacy immediately before such adoption, change or compliance) The by an amount reasonably deemed in good faith by Lender to be material, then Lender shall notify Borrower thereof, and Borrower shall thereupon pay to each Lender from time to time on demand as specified by Lender (in each instance) such additional amounts as shall be sufficient to compensate Lender for such Lender may determine reduced return, each such payment to be reasonably necessary to compensate it or its holding company for any costs which such Lender determines are attributable to its making or maintaining Loansmade by Borrower within fifteen (15) Business Days after each demand therefor by Lender. A certificate in reasonable detail, issuing or maintaining Letters signed by an officer of Credit (or participations therein)Lender, or maintaining Commitments hereunder or its obligation to make any such Loans or issue or maintain any Letters of Credit (or participations thereindescribing the event(s) hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans, Letters of Credit Commitments or obligation, in each case resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable giving rise to such reduction and setting forth the amount to be paid to Lender under this Agreement in respect of any of such Loans, Letters of Credit (or participations therein) or Commitments (other than taxes imposed on the overall net income of such Lender or of its Applicable Lending Office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender or any holding company of such bank (including, without limitation, a request or requirement which affects the manner in which any Lender or the holding company of any thereof allocates capital resources to commitments, including the Commitments and obligations of such Lender hereunder). Each Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this clause (a) as promptly as practicable after it obtains knowledge thereof Section 11.7, together with a good faith calculation of such amount, shall accompany any such demand and, in the absence of manifest error, shall be conclusive. In determining and/or calculating any such amount, Lender shall act reasonably and determines to request such compensationin good faith, and will use any reasonable averaging and attribution methods.

Increased Costs Capital Adequacy. (a) The Borrower shall pay to each Lender from time to time on demand such amounts as such Lender may determine to be reasonably necessary to compensate it or its holding company for any costs which such Lender determines are attributable to its making or maintaining Loans, issuing or maintaining Letters of Credit (or participations therein), or maintaining Commitments hereunder or its obligation to make any such Loans or issue or maintain any Letters of Credit (or participations therein) hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans, Letters of Credit Commitments or obligation, in each case resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement in respect of any of such Loans, Letters of Credit (or participations therein) Loans or Commitments (other than taxes imposed on the overall net income of such Lender or of its Applicable Lending OfficeLender); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender or any holding company of such bank (including, without limitation, a request or requirement which affects the manner in which any Lender or the holding company of any thereof allocates capital resources to commitments, including the Commitments and obligations of such Lender hereunder). Each Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this clause (a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation.

Increased Costs Capital Adequacy. (a) The Borrower shall pay to the Agent, for the account of each Lender Lender, from time to time on demand within five (5) Business Days of its receipt of the certificate referred to in Section 2.5(c) (with a copy to the Agent) such amounts as such Lender may determine to be reasonably necessary to compensate it or its holding company for any increased costs which such Lender determines are attributable to its making or maintaining Loans, issuing or maintaining Letters of Credit (or participations therein)Credit, or maintaining Commitments hereunder or its obligation to make any such Loans or issue or maintain any Letters of Credit (or participations therein) hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans, Letters of Credit Commitments or obligationCommitments, in each case resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement in respect of any of such Loans, Letters of Credit (or participations therein) or Commitments (other than taxes imposed on the overall net income or franchise taxes of such Lender or of its Applicable Lending OfficeLender); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender or any holding company of such bank Lender, but excluding any such reserve to the extent reflected in the definition of Eurodollar Rate (including, without limitation, including a request or requirement which affects the manner in which any such Lender or the holding company of any thereof allocates capital resources to commitments, including the Commitments and obligations of such Lender hereunderCommitments). Each Lender will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this clause subsection (a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation.

Increased Costs Capital Adequacy. (a) The Borrower Borrowers shall pay to each Lender from time to time on demand such amounts as such Lender may determine to be reasonably necessary to compensate it or its holding company for any costs which such Lender determines are attributable to its making or maintaining Loans, issuing or maintaining Letters of Credit (or participations therein)Credit, or maintaining Commitments hereunder or its obligation to make any such Loans or issue or maintain any Letters of Credit (or participations therein) hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans, Letters of Credit Commitments or obligationCommitments, in each case resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement in respect of any of such Loans, Letters of Credit (or participations therein) or Commitments (other than taxes imposed on the overall net income or franchise taxes of such Lender or of its Applicable Lending OfficeLender); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender or any holding company of such bank Lender (including, without limitation, including a request or requirement which affects the manner in which any such Lender or the holding company of any thereof allocates capital resources to commitments, including the Commitments and obligations of such Lender hereunderCommitments). Each affected Lender will notify the Borrower Borrowers’ Representative of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this clause subsection (a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation.

Increased Costs Capital Adequacy. If any Change in Law shall 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 Lender (aother than a Non-Funding Lender) The Borrower and the result of any of the foregoing shall pay be to each Lender from time increase the cost (other than for Indemnified Taxes, Excluded Taxes or Other Taxes) to time on demand such amounts as such Lender may determine to be reasonably necessary to compensate it or its holding company for any costs which such Lender determines are attributable to its of making or maintaining Loans, issuing or maintaining Letters of Credit any Loan (or participations therein), or of maintaining Commitments hereunder or its obligation to make any such Loans Loan) or issue to reduce the amount of any sum received or maintain any Letters of Credit (or participations therein) hereunder, or any reduction in any amount receivable by such Lender hereunder (whether of principal, interest or otherwise), then Borrower will pay to such Lender on demand (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent) such additional amount or amounts as will compensate Lender for such additional costs incurred or reduction suffered. If any Lender (other than a Non-Funding Lender) determines that any Change in Law regarding capital requirements (other than in respect of any Taxes) has or would have the effect of reducing the rate of return on such LoansLender’s capital or on the capital of such Lender’s holding company, Letters if any, as a consequence of Credit Commitments this Agreement or obligationthe Loans made by such Lender to a level materially below that which such Lender or such Lender’s holding company, as applicable, could have achieved but for such Change in each case resulting Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company, as applicable, with respect to capital adequacy), then from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable time to time Borrower will pay to such Lender under this Agreement on demand (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in respect of any of such Loans, Letters of Credit (or participations therein) or Commitments (other than taxes imposed on the overall net income of such Lender or of its Applicable Lending Office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender or any holding company of such bank (including, without limitationreasonable detail, a request copy of which shall be furnished to Agent) such additional amount or requirement which affects the manner in which amounts as will compensate such Lender’s or such Lender’s holding company, as applicable, for any Lender or the holding company of any thereof allocates capital resources to commitments, including the Commitments and obligations of such Lender hereunder). Each Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this clause (a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensationreduction suffered.

Increased Costs Capital Adequacy. (a) The Borrower Subject to the provisions of Section 4.11 (which shall pay be controlling with respect to each the matters covered thereby), in the event that any Lender from time to time on demand such amounts as such Lender may shall determine to (which determination shall, absent manifest error, be reasonably necessary to compensate it final and conclusive and binding upon all parties hereto) that any law, treaty or its holding company for governmental rule, regulation or order, or any costs which such Lender determines are attributable to its making change therein or maintaining Loansin the interpretation, issuing administration or maintaining Letters application thereof (including the introduction of Credit (any new law, treaty or participations thereingovernmental rule, regulation or order), or maintaining Commitments hereunder any determination of a court or its obligation to make any such Loans or issue or maintain any Letters of Credit (or participations therein) hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans, Letters of Credit Commitments or obligationGovernmental Authority, in each case resulting from that becomes effective after the date hereof, or compliance by such Lender with any Regulatory Change which: guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): (i) changes the basis of taxation of any amounts payable to subjects such Lender under this Agreement in respect of any of such Loans, Letters of Credit (or participations thereinits applicable lending office) or Commitments to any additional tax (other than taxes imposed any tax on the overall net income of such Lender or withholding taxes payable in respect of interest or fees hereunder) with respect to this Agreement or any of the other Loan Documents or any of its Applicable Lending Officeobligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Loans that are reflected in the definition of Eurodollar Rate); or (iiiii) imposes any other condition (other than with respect to a tax matter, which shall be subject to the provisions of Section 4.11) on or modifies affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any reserveof the foregoing is to increase the cost to such Lender of agreeing to make, special depositmaking or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, deposit insurance in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or assessment, minimum capital, capital ratio or similar requirements relating to any extensions amounts (in the form of credit or other assets an increased rate of, or any deposits with a different method of calculating, interest or other liabilities of, otherwise as such Lender or any holding company of such bank (including, without limitation, a request or requirement which affects the manner in which any Lender or the holding company of any thereof allocates capital resources its sole discretion shall determine) as may be necessary to commitments, including the Commitments and obligations of compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder). Each Such Lender will notify shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the Borrower of any event occurring after basis for calculating the date of this Agreement which will entitle additional amounts owed to such Lender to compensation pursuant to under this clause (a) as promptly as practicable after it obtains knowledge thereof Section 4.10(a), which statement shall be conclusive and determines to request such compensationbinding upon all parties hereto absent manifest error.

Increased Costs Capital Adequacy. (a) The Borrower shall pay to each Lender from time to time on demand such amounts as such Lender may determine to be reasonably necessary to compensate it or its holding company for any material costs applicable to its credit transactions generally which such Lender determines are attributable to its making or maintaining Loans, issuing or maintaining Letters of Credit (or participations therein)Credit, or maintaining Commitments hereunder or its obligation to make any such Loans or issue or maintain any Letters of Credit (or participations therein) hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans, Letters of Credit Commitments or obligationCommitments, in each case resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement in respect of any of such Loans, Letters of Credit (or participations therein) or Commitments (other than taxes imposed on the overall net income of such Lender or of its Applicable Lending OfficeTaxes covered by Section 3.6); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender or any holding company of such bank Lender (including, without limitation, including a request or requirement which affects the manner in which any such Lender or the holding company of any thereof allocates capital resources to commitments, including the Commitments and obligations of such Lender hereunderCommitments). Each affected Lender will notify the Borrower in writing of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this clause subsection (a) as promptly as practicable after (but within 180 days in any event after) it obtains knowledge thereof and determines to request such compensation.