Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentage) in or in the interpretation of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to the Agent, any Owner or any Affiliate thereof (each of which shall be an "Affected Party") of agreeing to make, making or funding purchases of and/or reinvestments in Percentage Interests hereunder or maintaining Percentage Interests hereunder, then the Seller shall from time to time, upon demand by such Affected Party, pay to such Affected Party additional amounts sufficient to compensate such Affected Party for any such increased costs. (b) If either (i) the introduction of, or any change in or in the interpretation of, any law or regulation or (ii) the compliance by any Affected Party with any guideline or request from any central bank or other governmental authority issued after the date of this Agreement (whether or not having the force of law), affects or would affect the amount of capital required or expected to be maintained by such Affected Party, and such Affected Party determines that the amount of such capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder or, in each case, under similar financial arrangements of this type, then, upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall pay to the Agent for the account of such Affected Party, from time to time as specified by such Affected Party, additional amounts sufficient to compensate such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunder. (c) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunder, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts paid by it. (d) In determining any amount provided for in this Section 2.14, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.14 shall submit to the Seller a certificate as to such additional or increased cost or reduction, which certificate shall be conclusive absent demonstrable error.
Appears in 3 contracts
Samples: Receivables Purchase and Sale Agreement (North Atlantic Energy Corp /Nh), Receivables Purchase Agreement (North Atlantic Energy Corp /Nh), Receivables Purchase Agreement (Northeast Utilities System)
Increased Costs Capital Adequacy. (a) IfIf any Change in Law shall (A) subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected Party), due duty or other charge with respect to either (i) the introduction of Capital, or any change right to make the funding hereunder, or on any payment made hereunder, (other than B) impose, modify or deem applicable any change reserve requirement (including, without limitation, any reserve requirement imposed by way the Board of imposition or increase Governors of the Federal Reserve System, but excluding any reserve requirements requirement, if any, included in the Eurodollar Reserve Percentage) in determination of Interest), special deposit or in the interpretation similar requirement against assets of, deposits with or for the amount of, or credit extended by, any law or regulation Affected Party, or (iiC) impose any other condition affecting the compliance with any guideline Capital or request from any central bank or other governmental authority (whether or not having a Lender’s rights hereunder, the force result of law), there shall be any which is to increase in the cost to any Affected Party or to reduce the Agent, amount of any Owner sum received or any Affiliate thereof (each of which shall be receivable by an "Affected Party") of agreeing to make, making or funding purchases of and/or reinvestments in Percentage Interests hereunder or maintaining Percentage Interests hereunderParty under this Agreement, then the Seller shall from time to time, upon within ten days after demand by such Affected PartyParty (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts sufficient to as will compensate such Affected Party for any such additional or increased costscost incurred or such reduction suffered.
(b) If either (i) any Change in Law shall occur regarding capital or liquidity requirements which has or would have the introduction of, or any change in or in effect of reducing the interpretation of, any law or regulation or (ii) rate of return on the compliance by capital of any Affected Party with any guideline or request from any central bank or other governmental authority issued after the date of this Agreement (whether or not having the force of law), affects or would affect otherwise result in the amount imposition of an internal capital required or expected to be maintained by such Affected Party, and liquidity charge on such Affected Party determines that the amount as a consequence of such capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder orarising in connection herewith to a level below that which any such Affected Party could have achieved but for such reduction or charge (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, in each casethen from time to time, under similar financial arrangements of this type, then, upon within ten days after demand by such Affected Party (with which demand shall be accompanied by a copy of statement setting forth the basis for such demand to the Agentdemand), the Seller Borrower shall pay directly to the Agent for the account of such Affected Party, from time to time Party such additional amount or amounts as specified by such Affected Party, additional amounts sufficient to will compensate such Affected Party in for such reduction suffered or charge imposed. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the light of such circumstancesFinancial Accounting Standards Board shall constitute an adoption, change, request or directive subject to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunderthis Section 2.13(b).
(c) If as a result of any event or circumstance similar to those described in Section 2.14(aclause (a) or 2.14(b)(b) of this Section, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunderthe Capital, then upon within ten days after demand by such Affected Party (with a copy of such demand to the Agent)Party, the Seller Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts payable or paid by it.
(d) In determining any amount provided for in this Section 2.14Section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.14 shall submit to the Seller Servicer a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate written description shall be conclusive absent demonstrable error.
Appears in 2 contracts
Samples: Loan and Security Agreement (Credit Acceptance Corp), Loan and Security Agreement (Credit Acceptance Corp)
Increased Costs Capital Adequacy. (a) IfIf any Change in Law shall (A) subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected Party), due duty or other charge with respect to either (i) the introduction of Revolving Loans made by it hereunder, or any change right to make a Funding hereunder, or on any payment made hereunder, (other than B) impose, modify or deem applicable any change reserve requirement (including, without limitation, any reserve requirement imposed by way the Board of imposition or increase Governors of the Federal Reserve System, but excluding any reserve requirements requirement, if any, included in the Eurodollar Reserve Percentage) in determination of Interest), special deposit or in the interpretation similar requirement against assets of, deposits with or for the amount of, or credit extended by, any law or regulation Affected Party or (iiC) impose any other condition affecting the compliance with any guideline Revolving Loans made by it hereunder or request from any central bank or other governmental authority (whether or not having a Xxxxxx’s rights hereunder, the force result of law), there shall be any which is to increase in the cost to the Agent, any Owner or any Affiliate thereof (each of which shall be an "Affected Party") of agreeing to make, making or funding purchases of and/or reinvestments in Percentage Interests hereunder or maintaining Percentage Interests hereunder, then the Seller shall from time to time, upon demand by such Affected Party, pay to such Affected Party additional amounts sufficient to compensate such Affected Party for any such increased costs.
(b) If either (i) the introduction of, or any change in or in the interpretation of, any law or regulation or (ii) the compliance by any Affected Party with any guideline or request from any central bank or other governmental authority issued after the date of this Agreement (whether or not having the force of law), affects or would affect to reduce the amount of capital required any sum received or expected to be maintained receivable by such Affected Party, and such an Affected Party determines that the amount of such capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder orunder this Agreement, in each case, under similar financial arrangements of this type, then, upon then within ten (10) days after demand by such Affected Party (with which demand shall be accompanied by a copy of statement setting forth the basis for such demand to the Agentdemand), the Seller Borrower shall pay to the Agent for the account of such Affected Party, from time to time as specified by such Affected Party, additional amounts sufficient to compensate such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunder.
(c) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunder, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall pay directly to such Affected Party such additional amount or amounts as may be necessary to reimburse will compensate such Affected Party for any amounts paid by itsuch additional or increased cost incurred or such reduction suffered.
(db) If any Change in Law shall occur regarding capital or liquidity requirements which has or would have the effect of reducing the rate of return on the capital of any Affected Party or would otherwise result in the imposition of an internal capital or liquidity charge on such Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such reduction or charge (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten (10) days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction suffered or charge imposed. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 2.10(b).
(c) In determining any amount provided for in this Section 2.14section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.14 section shall submit to the Seller Servicer a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate written description shall be conclusive absent demonstrable error.
Appears in 2 contracts
Samples: Loan and Security Agreement (Credit Acceptance Corp), Loan and Security Agreement (Credit Acceptance Corp)
Increased Costs Capital Adequacy. (a) If, due to either 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 introduction of account of, or credit extended by, any change Secured Party;
(ii) impose on any Secured Party or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances made by such Secured Party or participation therein; or
(iii) subject any change by way Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of imposition or increase the definition of reserve requirements included in the Eurodollar Reserve PercentageExcluded Taxes and (C) in or in the interpretation ofConnection Income Taxes) on its loans, any law or regulation or (ii) the compliance with any guideline or request from any central bank loan principal, letters of credit, commitments, or other governmental authority (whether obligations, or not having its deposits, reserves, other liabilities or capital attributable thereto; and the force result of law), there any of the foregoing shall be any to increase in the cost to the Agent, any Owner such Secured Party or any Affiliate thereof (each such other Recipient of which shall be an "Affected Party") of agreeing to make, making or funding purchases maintaining any Loan or of and/or reinvestments in Percentage Interests hereunder maintaining its obligation to make any such Loan or maintaining Percentage Interests to reduce the amount of any sum received or receivable by such Secured Party or such other Recipient hereunder, whether of principal, interest or otherwise, then the Seller shall from time to time, upon demand by such Affected Party, Borrower will pay to such Affected Secured Party or such other Recipient, as the case may be, such additional amount or amounts sufficient to as will compensate such Affected Secured Party or such other Recipient, as the case may be, for any such increased costsadditional costs incurred or reduction suffered.
(b) If either (i) any Secured Party determines that any Change in Law regarding capital or liquidity requirements has or would have the introduction ofeffect of reducing the rate of return on such Secured Party’s capital or on the capital of such Secured Party’s holding company, or any change in or in the interpretation ofif any, any law or regulation or (ii) the compliance by any Affected Party with any guideline or request from any central bank or other governmental authority issued after the date as a consequence of this Agreement or the Loan made by such Secured Party to a level below that which such Secured Party or such Secured Party’s holding company could have achieved but for such Change in Law (whether or not having taking into consideration such Secured Party’s policies and the force policies of lawsuch Secured Party’s holding company with respect to capital adequacy and liquidity), affects or would affect the amount of capital required or expected to be maintained by such Affected Party, and such Affected Party determines that the amount of such capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder or, in each case, under similar financial arrangements of this type, then, upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall pay to the Agent for the account of such Affected Party, then from time to time as specified by such Affected Party, additional amounts sufficient to compensate such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunder.
(c) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunder, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall Borrower will pay to such Affected Party Secured Party’s such additional amount or amounts as may be will compensate such Secured Party’s or such Secured Party’s holding company for any such reduction suffered.
(c) A certificate of a Secured Party’s related Managing Agent setting forth the amount or amounts necessary to reimburse compensate such Affected Secured Party for or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay the applicable Secured Party the amount shown as due on any amounts paid by itsuch certificate within ten (10) days after receipt thereof.
(d) In determining Failure or delay on the part of any amount provided for in Secured Party to demand compensation pursuant to this Section 2.14shall not constitute a waiver of such Secured Party’s right to demand such compensation; provided that Borrower shall not be required to compensate a Secured Party pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Secured Party notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Secured Party’s intention to claim compensation therefor; provided further that, if the Affected Party may use Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.
(e) If any reasonable averaging and attribution methods. Any Affected Party making a claim Lender requests compensation under this Section 2.14 3.3, or Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 14.1, then such Lender shall submit (at the request of Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the Seller a certificate judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to this Section 3.3 or Section 14.1, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such additional Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or increased cost or reduction, which certificate shall be conclusive absent demonstrable errorassignment.
Appears in 1 contract
Increased Costs Capital Adequacy. (a) If, after the date hereof due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentage) in or in to the interpretation of, of any law or regulation by a Governmental Authority that promulgated or administers compliance with such law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority fiscal, monetary or Governmental Authority (whether or not having the force of law), 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 the Agenta Lender of making, any Owner or any Affiliate thereof (each of which shall be an "Affected Party") of agreeing to makefunding, making or funding purchases of and/or reinvestments in Percentage Interests hereunder or maintaining Percentage Interests hereunderits Loans or its commitments hereunder and other commitments of this type, then the Seller Borrower shall from time to time, upon demand by such Affected PartyLender, by the submission of the certificate described below, pay to such Affected Party Lender additional amounts sufficient to compensate such Affected Party Lender for any such increased costscost. A certificate setting forth in reasonable detail the amount of such increased cost submitted to the Borrower by a Lender shall be conclusive and binding for all purposes, absent manifest error.
(b) If either (i) the introduction of, or any change in or in the interpretation of, a Lender determines that compliance with any law or regulation or (ii) the compliance by any Affected Party with any guideline or request or any written interpretation from any central bank or other governmental authority issued after the date of this Agreement fiscal, monetary or Governmental Authority (whether or not having the force of law)) which is introduced, implemented or received by the Lender after the date hereof, affects or would affect capital adequacy or the amount of capital required or expected to be maintained by such Affected Party, Lender or any corporation controlling such Lender and such Affected Party determines that the amount of such capital is increased by or based upon its obligations hereunder the Loans or its purchasing the commitments under this Agreement and maintaining Percentage Interests hereunder or, in each case, under other similar financial arrangements commitments of this type, or has or would have the effect of reducing such Lender's rate of return on capital, then, upon demand by such Affected Party (with a copy Lender, by the submission of such demand to the Agent)certificate described below, the Seller Borrower shall pay to the Agent for the account of such Affected Party, Lender from time to time as specified by such Affected PartyLender, additional amounts sufficient to compensate such Affected Party the Lender, in the light of such circumstances, to the extent that such Affected Party Lender reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunder.
(c) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement the Loans or the funding or maintenance existence of purchases of Percentage Interests hereunder, then upon demand by this Agreement. A certificate setting forth in reasonable detail such Affected Party (with a copy of such demand amounts submitted to the Agent), the Seller shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts paid Borrower by it.
(d) In determining any amount provided for in this Section 2.14, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.14 shall submit to the Seller a certificate as to such additional or increased cost or reduction, which certificate Lender shall be conclusive and binding for all purposes, absent demonstrable manifest error.
Appears in 1 contract
Samples: Loan and Security Agreement (Aegis Consumer Funding Group Inc)
Increased Costs Capital Adequacy. (a) If, due to either If any Change in Law shall:
(i) the introduction of impose, modify or deem applicable any change reserve, special deposit, assessment, fee, tax, insurance charge, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentageassessment) in or in the interpretation against assets of, deposits with or for the account of, or credit extended by, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to the Administrative Agent, any Owner Lender or any Affiliate Affiliate, participant, successor or assign thereof (each of which shall be an "“Affected Party"”);
(ii) impose on any Affected Party or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances or participation therein or the obligation or right of agreeing any Lender to make, make Advances hereunder; or
(iii) change the amount of capital maintained or required or requested or directed to be maintained by any Affected Party; and the result of any of the foregoing shall be to increase the cost to or impose a cost upon such Affected Party of funding or making or funding purchases maintaining any Advance or of and/or reinvestments in Percentage Interests hereunder maintaining its obligation to make any such Advance or maintaining Percentage Interests hereunder, then otherwise performing its obligations under the Seller shall from time Transaction Documents or to time, upon demand increase the cost to such Affected Party or to reduce the amount of any sum received or receivable by such Affected Party, pay whether of principal, interest or otherwise or to such Affected Party additional amounts sufficient require any payment calculated by reference to compensate such Affected Party for any such increased costs.
(b) If either (i) the introduction of, or any change in or in the interpretation of, any law or regulation or (ii) the compliance by any Affected Party with any guideline or request from any central bank or other governmental authority issued after the date of this Agreement (whether or not having the force of law), affects or would affect the amount of capital required interest or expected to be maintained loans received or held by such Affected Party, and such Affected Party determines that then the amount of such capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder or, in each case, under similar financial arrangements of this type, then, upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall pay to the Agent for the account of such Affected Party, from time to time as specified by such Affected Party, additional amounts sufficient to compensate such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunder.
(c) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunder, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall Borrower will pay to such Affected Party such additional amount or amounts as may be necessary to reimburse will compensate such Affected Party for any amounts paid by itsuch additional costs incurred or reduction suffered.
(db) If any Affected Party determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Affected Party’s capital or on the capital of Affected Party’s holding company, if any, as a consequence of this Agreement or the Advances made by such Affected Party to a level below that which such Affected Party or Affected Party’s holding company could have achieved but for such Change in Law (taking into consideration such Affected Party’s policies and the policies of such Affected Party’s holding company with respect to capital adequacy and liquidity), the Borrower will pay to such Affected Party such additional amount or amounts as will compensate such Affected Party or Affected Party’s holding company for any such reduction suffered on the immediately following Payment Date pursuant to Section 2.04 to the extent of available funds.
(c) A certificate of an Affected Party providing an explanation of the applicable Change in Law and setting forth the amount or amounts necessary to compensate such Affected Party or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 2.10 shall be delivered to the Borrower and shall be conclusive absent manifest or demonstrable error. In determining any amount provided for in this Section 2.142.10, the Affected Party may use any reasonable averaging and attribution methods. Any The Borrower shall pay such Affected Party making the amount shown as due on any such certificate on the Payment Date following receipt thereof to the extent of available funds.
(d) If a claim under Currency Disruption Event as described in clause (a) of the definition of “Currency Disruption Event” with respect to any Lender occurred, such Lender shall in turn so notify the Borrower, whereupon the Yield Rate with respect to all Advances Outstanding of the affected Lender denominated in the affected Eligible Currency shall accrue Yield at the Designated Base RateBenchmark plus the Applicable Margin.
(e) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.14 2.10 shall submit not constitute a waiver of any Affected Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Affected Party pursuant to this Section 2.10 for any increased costs or reductions incurred more than one hundred and eighty (180) days prior to the Seller a certificate as date that such Affected Party notifies the Borrower of the Change in Law giving rise to such additional increased costs or reductions and of such Affected Party’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased cost costs or reductionreductions is retroactive, which certificate then the one hundred and eighty (180)-day period referred to above shall be conclusive absent extended to include the period of retroactive effect thereof.
(f) In the event that any Affected Party shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Party to make any purchase or loan or maintain any purchase or loan) as a result of any Advance not being made in accordance with a request therefor under Section 2.02, then, on the immediately following Payment Date following written notice from such Affected Party to the Borrower, the Borrower shall pay to such Affected Party, the amount of such loss or expense, pursuant to Section 2.04 (to the extent of available funds). Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest or demonstrable error, be conclusive and binding upon the Borrower.
(g) This Section 2.10 shall not apply to any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes.
Appears in 1 contract
Samples: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)
Increased Costs Capital Adequacy. (a) If, due to either If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the introduction of account of, or credit extended by, any Lender or L/C Issuer (except any such reserve requirement reflected in Adjusted LIBOR);
(ii) subject the Administrative Agent or any change Lender or L/C Issuer to any Taxes (other than any change by way Indemnified Taxes, Excluded Taxes or Other Taxes) on its loans, loan principal, letters of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentage) in or in the interpretation ofcredit, any law or regulation or (ii) the compliance with any guideline or request from any central bank commitments, or other governmental authority obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(whether iii) impose on any Lender or not having L/C Issuer or the force London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made, or Letters of law)Credit issued, there by such Lender or L/C Issuer; and the result of any of the foregoing shall be any to increase in the cost to the Agent, any Owner such Lender or any Affiliate thereof (each L/C Issuer of which shall be an "Affected Party") of agreeing to make, making or funding purchases maintaining any Loan or issuing any Letter of and/or reinvestments in Percentage Interests hereunder Credit (or of maintaining Percentage Interests hereunderits obligation to make any such Loan or issuing any such Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender or L/C Issuer (whether of principal, interest or otherwise), then the Seller shall from time to time, upon demand by such Affected Party, applicable Borrower will pay to such Affected Party Lender or L/C Issuer such additional amount or amounts sufficient to as will compensate such Affected Party Lender or L/C Issuer for any such increased costsadditional costs incurred or reduction suffered.
(b) If either (i) any Lender or L/C Issuer determines that any Change in Law regarding capital or liquidity requirements has or would have the introduction ofeffect of reducing the rate of return on such Lender’s or L/C Issuer’s capital or on the capital of such Lender’s or L/C Issuer’s holding company, or any change in or in the interpretation ofif any, any law or regulation or (ii) the compliance by any Affected Party with any guideline or request from any central bank or other governmental authority issued after the date as a consequence of this Agreement or the Loans made, or the Letters of Credit issued, by such Lender or L/C Issuer, to a level below that which such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company could have achieved but for such Change in Law (whether taking into consideration such Lender’s or not having L/C Issuer’s policies and the force policies of lawsuch Lender’s or L/C Issuer’s holding company with respect to capital adequacy or liquidity), affects or would affect the amount of capital required or expected to be maintained by such Affected Party, and such Affected Party determines that the amount of such capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder or, in each case, under similar financial arrangements of this type, then, upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall pay to the Agent for the account of such Affected Party, then from time to time as specified by such Affected Party, additional amounts sufficient to compensate such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunder.
(c) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunder, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller applicable Borrower shall pay to such Affected Party Lender or L/C Issuer such additional amount or amounts as may will compensate such Lender or L/C Issuer or such Lender’s or L/C/ Issuer’s holding company for any such reduction suffered. Notwithstanding any other provision herein, no Lender or L/C Issuer shall demand compensation pursuant to this Section 2.16(b) as a result of a Change in Law resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of such Lender or L/C Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such Change in Law, such Lender or L/C Issuer has the right to do so under its credit facilities with similarly situated borrowers).
(c) A certificate of a Lender or L/C Issuer setting forth the amount or amounts necessary to reimburse compensate such Affected Party for Lender or L/C Issuer or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section 2.16 shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. Such Borrower shall pay such Lender or L/C Issuer the amount shown as due on any amounts paid by itsuch certificate within 10 Business Days after receipt thereof.
(d) In determining Promptly after any amount provided Lender or L/C Issuer has determined that it will make a request for in increased compensation pursuant to this Section 2.142.16, such Lender or L/C Issuer shall notify the Affected Party may use applicable Borrower. Failure or delay on the part of any reasonable averaging and attribution methods. Any Affected Party making a claim under Lender or L/C Issuer to demand compensation pursuant to this Section 2.14 2.16 shall submit not constitute a waiver of such Lender’s or L/C Issuer’s right to demand such compensation; provided that such Borrower shall not be required to compensate a Lender or L/C Issuer pursuant to this Section 2.16 for any increased costs or reductions incurred more than 90 days prior to the Seller a certificate as date that such Lender or L/C Issuer notifies the applicable Borrower of the Change in Law giving rise to such additional increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor; provided, further, that if the Change in Law giving rise to such increased cost costs or reductionreductions is retroactive, which certificate then the 90 day period referred to above shall be conclusive absent demonstrable errorextended to include the period of retroactive effect thereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Concordia International Corp.)
Increased Costs Capital Adequacy. (a) If, due to either In the event that any Affected Party determines that any Change in Law
(i) imposes, modifies or deems applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets (including Receivables Assets) of, deposits with or for the introduction of account of, or credit extended by, such Affected Party (except any change (other than any change by way of imposition or increase of such reserve requirements included in the Eurodollar Reserve Percentage) in or in the interpretation of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost respect to the Agent, any Owner or any Affiliate thereof (each of which shall be an "Affected Party") of agreeing to make, making or funding purchases of and/or reinvestments in Percentage Interests hereunder or maintaining Percentage Interests hereunder, then the Seller shall from time to time, upon demand by such Affected Party, pay Funded Purchase Price attributable to such Affected Party that are reflected in the definition of LIBO Rate),
(ii) subjects such Affected Party to any Tax (other than Taxes that are indemnifiable under Section 2.10 and other than any Excluded Taxes), with respect to this Agreement or any of the other Transaction Documents or any of its obligations hereunder or thereunder, any payments to such Affected Party of Funded Purchase Price reductions, Yield, fees or any other amount payable hereunder or under any of the other Transaction Documents or its ownership of interests in Receivables Assets, or
(iii) imposes on such Affected Party or the London interbank market any other condition affecting this Agreement or any of the other Transaction Documents, any Cash Outlays made by such Affected Party or its ownership of interests in Receivables Assets, and the result of any of the foregoing is to increase the cost to such Affected Party of agreeing to make or making Cash Outlays or maintaining any portion of the Funded Purchase Price hereunder attributable to such Affected Party or acquiring and maintaining its interest in the Receivables Assets, or to reduce the amount of any sum received or receivable by such Affected Party with respect thereto, then, in any such case, the Seller from time to time shall pay in accordance with the Priority of Payments such additional amount or amounts sufficient to (in the form of an increased rate of, or a different method of calculating, Yield or otherwise as such Affected Party in its reasonable discretion shall determine) as will compensate such Affected Party on an after-tax basis for any such increased costsadditional costs incurred or reduction suffered.
(b) If either (i) the introduction of, or any change in or in the interpretation of, any law or regulation or (ii) the compliance by any Affected Party with any guideline or request from any central bank or other governmental authority issued after the date of this Agreement (whether or not having the force of law), affects or would affect the amount of capital required or expected to be maintained by such Affected Party, and such Affected Party determines that any Change in Law regarding such Affected Party’s capital or liquidity requirements has or would have the amount effect of such reducing the rate of return on the capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder or, in each case, under similar financial arrangements of this type, then, upon demand by such Affected Party as a consequence of this Agreement or any other Transaction Documents, such Affected Party’s Cash Outlays, or ownership of interests in Receivables Assets, or participations therein, to a level below that which such Affected Party would have achieved but for such Change in Law (with a copy of such demand to taking into consideration the Agent), the Seller shall pay to the Agent for the account policies of such Affected PartyParty or such controlling Person with regard to capital and liquidity requirements), then from time to time as specified by such Affected Party, additional amounts sufficient to compensate such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunder.
(c) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunder, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall pay to such Affected Party in accordance with the Priority of Payments such additional amount or amounts as may be necessary to reimburse will compensate such Affected Party or such controlling Person for any such reduction suffered.
(c) A certificate of the Administrative Agent or a Purchaser setting forth the amount or amounts paid necessary to compensate the Administrative Agent or such Purchaser and, if applicable, any related holding company that is an Affected Party, as the case may be, as specified in subsection (a) or (b) of this Section 2.09, together with supporting documentation or computations, shall be delivered to the Seller and the Servicer (with a copy to the Administrative Agent) and shall be conclusive absent manifest error. The Seller shall pay the Administrative Agent or such Purchaser (for its own account or for the account of the applicable other Affected Party, as the case may be) the amount shown as due on such certificate no later than the Settlement Date that first follows the delivery of such certificate by itmore than five (5) Business Days (or on the Final Date if such certificate is delivered on or before the Business Day preceding the Final Date).
(d) Failure or delay on the part of an Affected Party to demand compensation pursuant to this Section 2.09 shall not constitute a waiver of such Affected Party’s right to demand such compensation; provided that the Seller shall not be required to compensate an Affected Party pursuant to this Section 2.09 for any increased costs or reductions incurred more than 180 days prior to the date such Affected Party or its related Purchaser notifies the Seller and the Servicer of the Change in Law giving rise to such increased costs or reductions and of such Affected Party’s intention to claim compensation therefor; provided further that, if the Change in 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.
(e) In determining any amount provided for in this Section 2.142.09, the an Affected Party may use any reasonable averaging and attribution methods. Any The protection of this Section 2.09 shall be available to each Affected Party making a claim under this Section 2.14 regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall submit to the Seller a certificate as to such additional have occurred or increased cost or reduction, which certificate shall be conclusive absent demonstrable errorbeen imposed.
Appears in 1 contract
Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentage) in or in the interpretation of, of any law or regulation after the date hereof, or (ii) the compliance with any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law)) issued or made after the date hereof, there shall be reasonably incurred any increase in (A) the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, or of participating in the issuance, maintenance or funding of any Letter of Credit or any Unreimbursed LC Disbursement, or (B) the cost to the Agent, LC Bank of issuing or maintaining any Owner Letter of Credit or any Affiliate thereof (each of which shall be an "Affected Party") of agreeing to make, making or funding purchases of and/or reinvestments in Percentage Interests hereunder or maintaining Percentage Interests hereunderUnreimbursed LC Disbursement, then the Seller relevant Borrower shall from time to time, upon demand by such Affected PartyLender or the LC Bank, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Affected Party Lender or the LC Bank, as the case may be, additional amounts sufficient to compensate such Affected Party Lender or the LC Bank, as the case may be, for any such increased costscost.
(b) If either any Lender or the LC Bank determines that (i) the introduction of, or any change in or in the interpretation of, compliance with any law or regulation or (ii) the compliance by any Affected Party with any guideline or request from any central bank or other governmental authority issued after the date of this Agreement Governmental Authority (whether or not having the force of law), ) affects or would affect the amount of capital required or expected to be maintained by such Affected PartyLender, any Person controlling such Lender or the LC Bank, whether directly, or indirectly as a result of commitments of any such Person controlling such Lender or the LC Bank (but without duplication), and such Affected Party determines that (ii) the amount of such capital is increased by or based upon its obligations hereunder (A) the existence of such Lender’s or its purchasing and maintaining Percentage Interests hereunder orthe LC Bank’s commitment to lend or issue or participate in any Letter of Credit hereunder, or (B) the participation in each case, under or issuance or maintenance of any Letter of Credit or Advance or (C) other similar financial arrangements of this typesuch commitments hereunder, then, upon demand by such Affected Party (with a copy of Lender, such demand to Person controlling such Lender or the Agent)LC Bank, the Seller relevant Borrower shall immediately pay to the Administrative Agent for the account of such Affected Party, Lender or the LC Bank from time to time as specified by such Affected Party, Lender or the LC Bank additional amounts sufficient to compensate such Affected Party Lender, such Person controlling such Lender or the LC Bank in the light of such circumstances, to the extent that such Affected Party Lender, such Person controlling such Lender or the LC Bank reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunderthe transactions contemplated hereby.
(c) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunder, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts paid by it.
(d) In determining any amount provided for in this Section 2.14, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim Each Borrower’s obligations under this Section 2.14 2.11 shall submit survive the repayment of all amounts owing to the Seller a certificate as to such additional or increased cost or reductionLenders, which certificate shall be conclusive absent demonstrable errorthe LC Bank and the Administrative Agent under the Financing Documents and the termination of the Commitments.
Appears in 1 contract
Increased Costs Capital Adequacy. (a) If, due to either 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 introduction of account of, or credit extended by, any change Secured Party;
(ii) impose on any Secured Party or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances made by such Secured Party or participation therein; or
(iii) subject any change by way Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of imposition or increase the definition of reserve requirements included in the Eurodollar Reserve PercentageExcluded Taxes and (C) in or in the interpretation ofConnection Income Taxes) on its loans, any law or regulation or (ii) the compliance with any guideline or request from any central bank loan principal, letters of credit, commitments, or other governmental authority (whether obligations, or not having its deposits, reserves, other liabilities or capital attributable thereto; and the force result of law), there any of the foregoing shall be any to increase in the cost to the Agent, any Owner such Secured Party or any Affiliate thereof (each such other Recipient of which shall be an "Affected Party") of agreeing to make, making or funding purchases maintaining any Loan or of and/or reinvestments in Percentage Interests hereunder maintaining its obligation to make any such Loan or maintaining Percentage Interests to reduce the amount of any sum received or receivable by such Secured Party or such other Recipient hereunder, whether of principal, interest or otherwise, then the Seller shall from time to time, upon demand by such Affected Party, Borrower will pay to such Affected Secured Party or such other Recipient, as the case may be, such additional amount or amounts sufficient to as will compensate such Affected Secured Party or such other Recipient, as the case may be, for any such increased costsadditional costs incurred or reduction suffered.
(b) If either (i) any Secured Party determines that any Change in Law regarding capital or liquidity requirements has or would have the introduction ofeffect of reducing the rate of return on such Secured Party’s capital or on the capital of such Secured Party’s holding company, or any change in or in the interpretation ofif any, any law or regulation or (ii) the compliance by any Affected Party with any guideline or request from any central bank or other governmental authority issued after the date as a consequence of this Agreement or the Loan made by to a level below that which such Secured Party or such Secured Party’s holding company could have achieved but for such Change in Law (whether or not having taking into consideration such Secured Party’s policies and the force policies of lawsuch Secured Party’s holding company with respect to capital adequacy and liquidity), affects or would affect the amount of capital required or expected to be maintained by such Affected Party, and such Affected Party determines that the amount of such capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder or, in each case, under similar financial arrangements of this type, then, upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall pay to the Agent for the account of such Affected Party, then from time to time as specified by such Affected Party, additional amounts sufficient to compensate such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunder.
(c) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunder, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall Borrower will pay to such Affected Party Secured Party’s such additional amount or amounts as may be will compensate such Secured Party’s or such Secured Party’s holding company for any such reduction suffered.
(c) A certificate of a Secured Party’s related Managing Agent setting forth the amount or amounts necessary to reimburse compensate such Affected Secured Party for or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay the applicable Secured Party the amount shown as due on any amounts paid by itsuch certificate within ten (10) days after receipt thereof.
(d) In determining Failure or delay on the part of any amount provided for in Secured Party to demand compensation pursuant to this Section 2.14shall not constitute a waiver of such Secured Party’s right to demand such compensation; provided that Borrower shall not be required to compensate a Secured Party pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Secured Party notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Secured Party’s intention to claim compensation therefor; provided further that, if the Affected Party may use Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.
(e) If any reasonable averaging and attribution methods. Any Affected Party making a claim Lender requests compensation under this Section 2.14 3.3, or Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 14.1, then such Lender shall submit (at the request of Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the Seller a certificate judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to this Section 3.3 or Section 14.1, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such additional Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or increased cost or reduction, which certificate shall be conclusive absent demonstrable errorassignment.
Appears in 1 contract
Samples: Loan and Security Agreement (Enova International, Inc.)
Increased Costs Capital Adequacy. (a) If, due to either If any Change in Law shall:
(i) the introduction of impose, modify or deem applicable any change reserve, special deposit, assessment, fee, Tax (other than (A) Indemnified Taxes, (B) Taxes described in clause (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes), insurance charge, liquidity or similar requirement (including any change by way of imposition compulsory loan requirement, insurance charge or increase of reserve requirements included in the Eurodollar Reserve Percentageother assessment) in or in the interpretation against assets of, any law deposits with or regulation for the account of, or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to the Agentcredit extended by, any Owner Lender or any Affiliate Affiliate, participant, successor or assign thereof (each of which shall be an "“Affected Party"”);
(ii) impose on any Affected Party any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances or participation therein or the obligation or right of agreeing any Lender to makemake Advances hereunder;
(iii) change the amount of capital maintained or required or requested or directed to be maintained by any Affected Party; or
(iv) change the rate for, or the manner in which the Federal Deposit Insurance Corporation (or a successor thereto) assesses deposit insurance premiums or similar charges; and the result of any of the foregoing shall be to increase the cost to or impose a cost upon such Affected Party of funding or making or funding purchases maintaining any Advance or of and/or reinvestments in Percentage Interests hereunder maintaining its obligation to make any such Advance or maintaining Percentage Interests hereunder, then otherwise performing its obligations under the Seller shall from time Transaction Documents or to time, upon demand increase the cost to such Affected Party or to reduce the amount of any sum received or receivable by such Affected Party, pay whether of principal, interest or otherwise or to such Affected Party additional amounts sufficient require any payment calculated by reference to compensate such Affected Party for any such increased costs.
(b) If either (i) the introduction of, or any change in or in the interpretation of, any law or regulation or (ii) the compliance by any Affected Party with any guideline or request from any central bank or other governmental authority issued after the date of this Agreement (whether or not having the force of law), affects or would affect the amount of capital required interest or expected to be maintained loans received or held by such Affected Party, and such Affected Party determines that then the amount of such capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder or, in each case, under similar financial arrangements of this type, then, upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall pay to the Agent for the account of such Affected Party, from time to time as specified by such Affected Party, additional amounts sufficient to compensate such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunder.
(c) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunder, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall Borrower will pay to such Affected Party such additional amount or amounts as may be necessary to reimburse will compensate such Affected Party for any amounts paid by itsuch additional costs incurred or reduction suffered.
(db) If any Affected Party determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Affected Party’s capital or on the capital of Affected Party’s holding company, if any, as a consequence of this Agreement or the Advances made by such Affected Party to a level below that which such Affected Party or Affected Party’s holding company could have achieved but for such Change in Law (taking into consideration such Affected Party’s policies and the policies of such Affected Party’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Affected Party such additional amount or amounts as will compensate such Affected Party or Affected Party’s holding company for any such reduction suffered.
(c) A certificate of an Affected Party providing an explanation of the applicable Change in Law and setting forth the amount or amounts necessary to compensate such Affected Party or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 2.10 shall be delivered to the Borrower and shall be conclusive absent manifest error. In determining any amount provided for in this Section 2.142.10, the Affected Party will act reasonably and in good faith and may use any reasonable averaging and attribution methods. Any The Borrower shall pay such Affected Party making a claim under the amount shown as due on any such certificate on the first Payment Date pursuant to Section 2.04 occurring at least five (5) Business Days following receipt thereof.
(d) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.14 2.10 shall submit not constitute a waiver of any Affected Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Affected Party pursuant to this Section 2.10 for any increased costs or reductions incurred more than one hundred and eighty (180) days prior to the Seller a certificate as date that such Affected Party notifies the Borrower of the Change in Law giving rise to such additional increased costs or reductions and of such Affected Party’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased cost costs or reductionreductions is retroactive, which certificate then the one hundred and eighty (180)-day period referred to above shall be extended to include the period of retroactive effect thereof.
(e) In the event that any Affected Party shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Party to make any purchase or loan or maintain any purchase or loan) as a result of any Advance not being made in accordance with a request therefor under Section 2.02, then, on the first Payment Date pursuant to Section 2.04 occurring at least five (5) Business Days following written notice from such Affected Party to the Borrower, the Borrower shall pay to such Affected Party, the amount of such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive absent demonstrable errorand binding upon the Borrower. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.10(e) shall be delivered to the Borrower.
Appears in 1 contract
Samples: Loan and Servicing Agreement (First Eagle Private Credit Fund)
Increased Costs Capital Adequacy. (a) If, due to either --------------------------------- (i) the introduction of or any change (other than including, without limitation, any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentagerequirements) in or in the interpretation of, of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to the Agent, any Owner Agent or any Affiliate thereof Affected Person (each of which shall be an "Affected -------- Party") of agreeing to makemake or making, making or funding purchases of and/or reinvestments in Percentage Interests hereunder or maintaining Percentage Interests hereunderany Loan, then as the Seller shall ----- case may be, the Borrower shall, from time to time, upon written demand by such Affected PartyParty (with a copy to the Agent), immediately pay to such Affected Party (as a third party beneficiary, in the case of an Affected Party that is not also the Lender hereunder), additional amounts sufficient to compensate such Affected Party for any such increased costs.
(b) If either (i) the introduction of, of or any change in or in the interpretation ofof any law, any law guideline, rule or regulation regulation, directive or request or (ii) the compliance by any Affected Party with any guideline law, guideline, rule, regulation, directive or request from any central bank or other governmental authority issued after the date of this Agreement or agency (whether or not having the force of law), affects including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would affect have the amount effect of reducing the rate of return on the capital required or expected to be maintained by such Affected Party, and such of any Affected Party determines that the amount as a consequence of such capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder orarising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, in each casechange or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy by an amount deemed by such Affected Party to be material, under similar financial arrangements of this typethen from time to time, then, upon within ten days after demand by such Affected Party (with which demand shall be accompanied by a copy statement setting forth the basis of such demand to demand) the Agent), the Seller Borrower shall pay directly to the Agent for the account of such Affected Party, from time to time as specified by Party such Affected Party, additional amounts sufficient to as will compensate such Affected Party in the light of for such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunderreduction.
(c) In determining any amount provided for in this Section 2.10, the ------------ Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.10 shall submit to the ------------ Borrower a certificate setting forth in reasonable detail the computations of such additional or increased costs, which certificate shall be conclusive absent demonstrable error.
(d) If as a result of any event or circumstance similar to those described in Section 2.14(a2.10(a) or 2.14(b2.10(b), any Affected Party is required to compensate a --------------- ------- bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunderAgreement, then upon demand by such Affected Party (with a copy of such demand to the Agent)Party, the Seller Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts paid by it.
(d) In determining any amount provided for in this Section 2.14, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.14 shall submit to the Seller a certificate as to such additional or increased cost or reduction, which certificate shall be conclusive absent demonstrable error.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Healthcare Financial Partners Inc)
Increased Costs Capital Adequacy. (a) If, due to either If any Change in Law shall:
(i) the introduction of impose, modify or deem applicable any change reserve, special deposit, assessment, fee, Tax (other than (A) Indemnified Taxes, (B) Taxes described in clause (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes), insurance charge, liquidity or similar requirement (including any change by way of imposition compulsory loan requirement, insurance charge or increase of reserve requirements included in the Eurodollar Reserve Percentageother assessment) in or in the interpretation against assets of, any law deposits with or regulation for the account of, or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to the Agentcredit extended by, any Owner Lender or any Affiliate Affiliate, participant, successor or assign thereof (each of which shall be an "Affected Party");
(ii) impose on any Affected Party any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances or participation therein or the obligation or right of agreeing any Lender to makemake Advances hereunder;
(iii) change the amount of capital maintained or required or requested or directed to be maintained by any Affected Party; or
(iv) change the rate for, or the manner in which the Federal Deposit Insurance Corporation (or a successor thereto) assesses deposit insurance premiums or similar charges; and the result of any of the foregoing shall be to increase the cost to or impose a cost upon such Affected Party of funding or making or funding purchases maintaining any Advance or of and/or reinvestments in Percentage Interests hereunder maintaining its obligation to make any such Advance or maintaining Percentage Interests hereunder, then otherwise performing its obligations under the Seller shall from time Transaction Documents or to time, upon demand increase the cost to such Affected Party or to reduce the amount of any sum received or receivable by such Affected Party, pay whether of principal, interest or otherwise or to such Affected Party additional amounts sufficient require any payment calculated by reference to compensate such Affected Party for any such increased costs.
(b) If either (i) the introduction of, or any change in or in the interpretation of, any law or regulation or (ii) the compliance by any Affected Party with any guideline or request from any central bank or other governmental authority issued after the date of this Agreement (whether or not having the force of law), affects or would affect the amount of capital required interest or expected to be maintained loans received or held by such Affected Party, and such Affected Party determines that then the amount of such capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder or, in each case, under similar financial arrangements of this type, then, upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall pay to the Agent for the account of such Affected Party, from time to time as specified by such Affected Party, additional amounts sufficient to compensate such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunder.
(c) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunder, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall Borrower will pay to such Affected Party such additional amount or amounts as may be necessary to reimburse will compensate such Affected Party for any amounts paid by itsuch additional costs incurred or reduction suffered.
(db) If any Affected Party determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Affected Party's capital or on the capital of Affected Party's holding company, if any, as a consequence of this Agreement or the Advances made by such Affected Party to a level below that which such Affected Party or Affected Party's holding company could have achieved but for such Change in Law (taking into consideration such Affected Party's policies and the policies of such Affected Party's holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Affected Party such additional amount or amounts as will compensate such Affected Party or Affected Party's holding company for any such reduction suffered.
(c) A certificate of an Affected Party providing an explanation of the applicable Change in Law and setting forth the amount or amounts necessary to compensate such Affected Party or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 2.10 shall be delivered to the Borrower and shall be conclusive absent manifest error. In determining any amount provided for in this Section 2.142.10, the Affected Party will act reasonably and in good faith and may use any reasonable averaging and attribution methods. Any The Borrower shall pay such Affected Party making a claim under the amount shown as due on any such certificate on the first Payment Date pursuant to Section 2.04 occurring at least five (5) Business Days following receipt thereof.
(d) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.14 2.10 shall submit not constitute a waiver of any Affected Party's right to demand such compensation; provided that the Borrower shall not be required to compensate any Affected Party pursuant to this Section 2.10 for any increased costs or reductions incurred more than one hundred and eighty (180) days prior to the Seller a certificate as date that such Affected Party notifies the Borrower of the Change in Law giving rise to such additional increased costs or reductions and of such Affected Party's intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased cost costs or reductionreductions is retroactive, which certificate then the one hundred and eighty (180)-day period referred to above shall be extended to include the period of retroactive effect thereof.
(e) In the event that any Affected Party shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Party to make any purchase or loan or maintain any purchase or loan) as a result of any Advance not being made in accordance with a request therefor under Section 2.02, then, on the first Payment Date pursuant to Section 2.04 occurring at least five (5) Business Days following written notice from such Affected Party to the Borrower, the Borrower shall pay to such Affected Party, the amount of such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive absent demonstrable errorand binding upon the Borrower. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.10(e) shall be delivered to the Borrower.
Appears in 1 contract
Samples: Loan and Servicing Agreement (First Eagle Private Credit Fund)
Increased Costs Capital Adequacy. (a) If, due to either (i) after the introduction of or Closing Date, a Bank shall reasonably determine that any change (other than any change by way of imposition in applicable laws, rules or increase of reserve requirements included in the Eurodollar Reserve Percentage) in regulations or in the interpretation of, or administration thereof by any law Governmental Authority charged with the interpretation or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority administration thereof (whether or not having the force of law):
(i) shall change the basis of taxation to such Bank of any amounts payable by the Company under this Agreement (other than taxes imposed on or measured by the overall income of such Bank in the jurisdiction in which such Bank has its principal office), there or
(ii) shall be 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, such Bank with respect to this Agreement or any Note, or
(iii) shall impose any other condition with respect to this Agreement or any Note, and the result of any of the foregoing is to increase in the cost to such Bank or to reduce the Agent, amount of any Owner or any Affiliate thereof (each of which shall be an "Affected Party") of agreeing sum receivable by such Bank with respect to make, making or funding purchases of and/or reinvestments in Percentage Interests hereunder maintaining any CD Rate Committed Loan or maintaining Percentage Interests hereunderLIBOR Loan by an amount reasonably deemed by such Bank to be material, then the Seller Company shall from time to time, upon written demand by such Affected PartyBank, pay to such Affected Party Bank additional amounts sufficient to compensate such Affected Party Bank for any such increased costscost or reduced sum receivable to the extent resulting from outstanding CD Rate Committed Loans or LIBOR Loans and not compensated in connection with the computation of the CD Rate or LIBOR (as applicable).
(b) If either any Bank shall have determined that (i) the introduction ofof any Capital Adequacy Regulation, or (ii) any change in or any Capital Adequacy Regulation, (iii) any change in the interpretation of, or administration of any law or regulation or (ii) the compliance Capital Adequacy Regulation by any Affected Party with any guideline or request from any central bank or other governmental authority issued after Governmental Authority charged with the date of this Agreement interpretation or administration thereof, or (whether iv) compliance by such Bank (or not having the force of law)its Lending Office) with any such change in Capital Adequacy Regulations, affects or would affect the amount of capital 50 required or expected to be maintained by such Affected Party, Bank and (taking into consideration such Bank's policies with respect to capital adequacy and such Affected Party Bank's desired return on capital) determines that the amount of such capital is increased by an amount deemed material by such Bank as a consequence of its Commitment, Loans (other than Reference Rate Committed Loans) or based upon its other obligations hereunder or its purchasing and maintaining Percentage Interests hereunder or, in each case, under similar financial arrangements of this typeAgreement, then, upon demand by such Affected Party (with a copy of such demand Bank to the Company through the Agent), the Seller Company shall pay to the Agent for the account of such Affected PartyBank, from time to time as specified by such Affected PartyBank, additional amounts sufficient to compensate for such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunderincrease.
(c) If as Upon receipt of notice from any Bank of a result of any event or circumstance similar claim for compensation under this Section 3.03, the Company shall be afforded ninety (90) days to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate find a bank or other replacement financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunder, then upon demand by such Affected Party (with a copy of such demand reasonably acceptable to the Agent)Documentation Agent and, if an acceptable replacement financial institution is available such replacement institution will purchase such Bank's Committed Loans and Commitment and other interests under the Seller shall pay to Loan Documents in accordance with Section 10.08 or such Affected Party Bank will withdraw such additional amount or amounts as may be necessary to reimburse such Affected Party request for any amounts paid by itpayment.
(d) In determining any amount provided for in this Section 2.14, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.14 shall submit A detailed statement as to the Seller a certificate as to amount of such additional or increased cost or reductionreduced sum receivable, which certificate along with documentation supporting the payment of such amount under this subsection, shall be conclusive prepared by such Bank and submitted to the Company (with a copy to the Documentation Agent) with such Bank's written demand. Such Bank's statement of such increased cost or reduced sum receivable shall be prima facie evidence of such increased cost or reduced sum absent demonstrable manifest error.
Appears in 1 contract
Samples: Credit Agreement (Kmart Corp)
Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change (other than including, without limitation, any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentagerequirements) in or in the interpretation of, of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to the Agent, any Owner the Lender, or any Affiliate Affiliate, successor or assign thereof (each of which shall be an "Affected Party") of agreeing to makemake or making, making or funding purchases of and/or reinvestments in Percentage Interests hereunder or maintaining Percentage Interests hereunderany Loan, then as the Seller shall case may be, the Borrower shall, from time to time, upon written demand by such Affected PartyParty (with a copy to the Agent), immediately pay to such Affected Party (as a third party beneficiary, in the case of an Affected Party that is not also the Lender hereunder), additional amounts sufficient to compensate such Affected Party for any such increased costs.
(b) If either (i) the introduction of, of or any change in or in the interpretation ofof any law, any law guideline, rule or regulation regulation, directive or request or (ii) the compliance by any Affected Party with any guideline law, guideline, rule, regulation, directive or request from any central bank or other governmental authority issued after the date of this Agreement or agency (whether or not having the force of law), affects including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would affect have the amount effect of reducing the rate of return on the capital required or expected to be maintained by such Affected Party, and such of any Affected Party determines that the amount as a consequence of such capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder orarising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, in each casechange or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, under similar financial arrangements of this typethen from time to time, then, upon within ten days after demand by such Affected Party (with which demand shall be accompanied by a copy statement setting forth the basis of such demand demand), such Affected Party shall be paid (from Collections pursuant to, and subject to the Agent)priority of payment set forth in, the Seller shall pay to the Agent for the account of Section 2.05) such Affected Party, from time to time as specified by such Affected Party, additional amounts sufficient to as will compensate such Affected Party in the light of for such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunderreduction.
(c) If In determining any amount provided for in this Section 2.13, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.13 shall submit to the Borrower a certificate setting forth in reasonable detail the computations of such additional or increased costs, which certificate shall be conclusive absent demonstrable error.
(d) If, as a result of any event or circumstance similar to those described in Section 2.14(a2.13(a) or 2.14(b2.13(b), any Affected Party (that is an Issuer) is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunderAgreement, then then, upon demand by such Affected Party (with a copy of such demand to the Agent)Party, the Seller Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts paid by it.
(de) In determining If, as a result of any amount provided for event or circumstance described in this Section 2.142.13, any Affected Party requests and receives compensation and the Borrower's payment of such compensation increases the effective lending rate hereunder to greater than fifty basis points per annum in excess of the lending rate which otherwise would have been in effect hereunder, the Affected Party Borrower may use any reasonable averaging and attribution methods. Any Affected Party making a claim under terminate this Section 2.14 shall submit Agreement upon five (5) Business Days notice to the Seller a certificate as to Agent; provided, that no such additional or increased cost or reduction, which certificate termination shall be conclusive absent demonstrable erroreffective until the Borrower shall have repaid in full all Obligations.
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Equivest Finance Inc)
Increased Costs Capital Adequacy. (a) If, due to either If any Change in Law shall:
(i) the introduction of impose, modify or deem applicable any change reserve, special deposit, assessment, fee, tax, insurance charge, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentageassessment) in or in the interpretation against assets of, deposits with or for the account of, or credit extended by, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to the Administrative Agent, any Owner Lender or any Affiliate Affiliate, participant, successor or assign thereof (each of which shall be an "“Affected Party"”);
(ii) impose on any Affected Party or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances or participation therein or the obligation or right of agreeing any Lender to make, make Advances hereunder; or
(iii) change the amount of capital maintained or required or requested or directed to be maintained by any Affected Party; and the result of any of the foregoing shall be to increase the cost to or impose a cost upon such Affected Party of funding or making or funding purchases maintaining any Advance or of and/or reinvestments in Percentage Interests hereunder maintaining its obligation to make any such Advance or maintaining Percentage Interests hereunder, then otherwise performing its obligations under the Seller shall from time Transaction Documents or to time, upon demand increase the cost to such Affected Party or to reduce the amount of any sum received or receivable by such Affected Party, pay whether of principal, interest or otherwise or to such Affected Party additional amounts sufficient require any payment calculated by reference to compensate such Affected Party for any such increased costs.
(b) If either (i) the introduction of, or any change in or in the interpretation of, any law or regulation or (ii) the compliance by any Affected Party with any guideline or request from any central bank or other governmental authority issued after the date of this Agreement (whether or not having the force of law), affects or would affect the amount of capital required interest or expected to be maintained loans received or held by such Affected Party, and such Affected Party determines that then the amount of such capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder or, in each case, under similar financial arrangements of this type, then, upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall pay to the Agent for the account of such Affected Party, from time to time as specified by such Affected Party, additional amounts sufficient to compensate such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunder.
(c) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunder, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall Borrower will pay to such Affected Party such additional amount or amounts as may be necessary to reimburse will compensate such Affected Party for any amounts paid by itsuch additional costs incurred or reduction suffered.
(db) If any Affected Party determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Affected Party's capital or on the capital of Affected Party's holding company, if any, as a consequence of this Agreement or the Advances made by such Affected Party to a level below that which such Affected Party or Affected Party's holding company could have achieved but for such Change in Law (taking into consideration such Affected Party's policies and the policies of such Affected Party's holding company with respect to capital adequacy and liquidity), the Borrower will pay to such Affected Party such additional amount or amounts as will compensate such Affected Party or Affected Party's holding company for any such reduction suffered on the immediately following Payment Date pursuant to Section 2.04 to the extent of available funds.
(c) A certificate of an Affected Party providing an explanation of the applicable Change in Law and setting forth the amount or amounts necessary to compensate such Affected Party or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 2.10 shall be delivered to the Borrower and shall be conclusive absent manifest or demonstrable error. In determining any amount provided for in this Section 2.142.10, the Affected Party may use any reasonable averaging and attribution methods. Any The Borrower shall pay such Affected Party making the amount shown as due on any such certificate on the Payment Date following receipt thereof to the extent of available funds.
(d) If a claim under Currency Disruption Event as described in clause (a) of the definition of "Currency Disruption Event" with respect to any Lender occurred, such Lender shall in turn so notify the Borrower, whereupon the Yield Rate with respect to all Advances Outstanding of the affected Lender denominated in the affected Eligible Currency shall accrue Yield at the Designated Base Rate plus the Applicable Margin.
(e) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.14 2.10 shall submit not constitute a waiver of any Affected Party's right to demand such compensation; provided that the Borrower shall not be required to compensate any Affected Party pursuant to this Section 2.10 for any increased costs or reductions incurred more than one hundred and eighty (180) days prior to the Seller a certificate as date that such Affected Party notifies the Borrower of the Change in Law giving rise to such additional increased costs or reductions and of such Affected Party's intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased cost costs or reductionreductions is retroactive, which certificate then the one hundred and eighty (180)-day period referred to above shall be conclusive absent extended to include the period of retroactive effect thereof.
(f) In the event that any Affected Party shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Party to make any purchase or loan or maintain any purchase or loan) as a result of any Advance not being made in accordance with a request therefor under Section 2.02, then, on the immediately following Payment Date following written notice from such Affected Party to the Borrower, the Borrower shall pay to such Affected Party, the amount of such loss or expense, pursuant to Section 2.04 (to the extent of available funds). Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest or demonstrable error, be conclusive and binding upon the Borrower.
(g) This Section 2.10 shall not apply to any (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes.
Appears in 1 contract
Samples: Loan and Servicing Agreement (GOLUB CAPITAL BDC, Inc.)
Increased Costs Capital Adequacy. (a) 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) in or in the interpretation of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority or similar agency (whether or not having the force of law), and taking into account the obligations of the Liquidity Banks under the Liquidity Agreement and otherwise in connection with Triple-A'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 Triple-A (either directly or indirectly through any increase in the Agentcosts to the Liquidity Banks) of making, any Owner funding, or any Affiliate thereof (each of which shall be an "Affected Party") maintaining Receivables Purchases or in the cost to Triple-A of agreeing to make, making fund, or funding purchases maintain Receivables Purchases (including the reduction of and/or reinvestments in Percentage Interests hereunder any sum received or maintaining Percentage Interests Receivable hereunder), then the Seller shall from time to time, upon demand by such Affected PartyTriple-A by the submission of the certificate described below, pay to such Affected Party Triple-A additional amounts sufficient to compensate such Affected Party Triple-A for any such increased costscost. A certificate setting forth in reasonable detail the amount of such increased cost submitted to the Seller by Triple-A shall be conclusive and binding for all purposes, absent manifest error.
(b) If either (i) the introduction of, Triple-A or any change in or in the interpretation of, Liquidity Bank determines that compliance with any law or regulation or (ii) the compliance by any Affected Party with any guideline or request or any written interpretation from any central bank or other governmental authority issued after the date of this Agreement or similar agency (whether or not having the force of law)) which is introduced, implemented or received by Triple-A or such Liquidity Bank after the date hereof, affects or would affect capital adequacy or the amount of capital required or expected to be maintained by Triple-A or such Affected Party, Liquidity Bank or any corporation controlling Triple-A or such Liquidity Bank and such Affected Party determines that the amount of such capital is increased by or based upon its obligations hereunder the Triple-A Loans or its purchasing and maintaining Percentage Interests hereunder or, in each case, under similar financial arrangements the existence of this Triple-A Purchase Agreement or upon the Advances or such Liquidity Bank's commitment to lend under the Liquidity Agreement and other commitments of that type, or has or would have the effect of reducing the rate of return on capital, then, upon demand by such Affected Party (with a copy Triple-A by the submission of such demand to the Agent)certificate described below, the Seller shall pay to the Agent for the account of such Affected PartyTriple-A, from time to time as specified by such Affected PartyTriple-A, additional amounts sufficient to compensate Triple-A or such Affected Party corporation in the light of such circumstances, to the extent that such Affected Party Triple-A reasonably determines such increase in capital to be allocable to the Receivables Purchases or the existence of this Triple-A Purchase Agreement or to the extent that Triple-A owes compensation to a Liquidity Bank in respect of or on account of such Affected Party's obligations hereunder or its purchasingevents. A certificate setting forth in reasonable detail such amounts submitted to the Seller by Triple-A shall be conclusive and binding for all purposes, funding or maintaining Percentage Interests hereunderabsent manifest error.
(c) If as a result In the event that Triple-A requests compensation for increased costs on behalf of any event or circumstance Liquidity Bank under this SECTION 2.08 and such increased costs are not being requested by the other Liquidity Banks generally or, if only one Liquidity Bank exists, by Triple-A's liquidity providers for similar transactions, then Triple-A shall, promptly following identification by the Seller of an "Eligible Assignee" (as defined in the Liquidity Agreement) willing to those accept such commitment, cause the Liquidity Bank requesting such increased costs to assign its outstanding Advances and commitments under the Liquidity Agreement to such Eligible Assignee, all as more particularly described in Section 2.14(aSECTION 8.06(g) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or of the funding or maintenance of purchases of Percentage Interests hereunder, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts paid by itLiquidity Agreement.
(d) In determining any amount provided for in this Section 2.14, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.14 shall submit to the Seller a certificate as to such additional or increased cost or reduction, which certificate shall be conclusive absent demonstrable error.
Appears in 1 contract
Increased Costs Capital Adequacy. (a) IfIf after the date hereof, due to either any Affected Party shall be charged any fee, expense or increased cost on account of the adoption of any Applicable Law (i) the introduction of including any Applicable Law regarding capital adequacy or liquidity), any accounting principles or any change (other than in any of the foregoing, or any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentage) in or in the interpretation ofor administration thereof by any Governmental Authority, any law or regulation or (ii) the compliance with any guideline or request from Financial Accounting Standards Board, any central bank or other governmental authority any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law), there shall be any increase in the cost to the Agent, any Owner or any Affiliate thereof (each of which shall be an "Affected Party") of agreeing to make, making or funding purchases of and/or reinvestments in Percentage Interests hereunder or maintaining Percentage Interests hereunder, then the Seller shall from time to time, upon demand by such Affected Party, pay to such Affected Party additional amounts sufficient to compensate such Affected Party for any such increased costs.
authority or agency (b) If either a “Regulatory Change”): (i) the introduction ofthat subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any change in or Affected Party of any amounts payable under any Transaction Document (except for changes in the interpretation of, any law rate of tax on the overall net income of an Affected Party or regulation taxes excluded by Section 2.13) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the compliance account of an Affected Party, or credit extended by any an Affected Party with pursuant to a Transaction Document or (iii) that imposes any guideline other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Transaction Document, or request from any central bank to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or other governmental authority issued after the date of this Agreement (whether or not having the force of law), affects or would affect to reduce the amount of capital required any sum received or expected to be maintained receivable by such Affected Party, and such an Affected Party determines that under a Transaction Document or to require any payment calculated by reference to the amount of such capital is increased interests or loans held or interest received by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder or, in each case, under similar financial arrangements of this typeit, then, upon demand by the applicable Lender (on behalf of the relevant Affected Party) or an Agent to the Borrower, with a copy to the Servicer, the Documentation Agent and the applicable Managing Agent, the Borrower shall pay, in accordance with the Priority of Payments, to the Paying Agent, for payment {B2297203; 11} - 13 - to any applicable Lenders for the benefit of the relevant Affected Party or to the applicable Agent, as the case may be, such amounts charged to such Affected Party (with a copy of or such demand amounts to the Agent), the Seller shall pay to the Agent for the account of such Affected Party, from time to time as specified by such Affected Party, additional amounts sufficient to otherwise compensate such Affected Party for such increased cost or such reduction. For the avoidance of doubt, (A) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all Applicable Laws, principles, interpretations, administrations, requests or directives promulgated thereunder and (B) all Applicable Laws, principles, interpretations, administrations, requests or directives promulgated by the Bank for International Settlements, Basel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign Governmental Authorities or central banks or comparable agencies, in each case pursuant to Basel III, are deemed to have been adopted or changed after the light date hereof, regardless of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder date the same were adopted or its purchasing, funding or maintaining Percentage Interests hereunderchanged.
(cb) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b2.12(a), any an Affected Party is required to compensate a bank Funding Source or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party Support Provider in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests Advances hereunder, then upon on the next Payment Date after demand by the relevant Lender, on behalf of such Affected Party (with a copy of such demand to the Agent)Party, the Seller Borrower shall pay pay, in accordance with the Priority of Payments, for payment to such any applicable Lender for the benefit of the relevant Affected Party Party, such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it.
(dc) In determining any amount provided for in this Section 2.14section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.14 2.12 shall submit to the Seller Borrower, with a copy to the Documentation Agent and the Servicer, a certificate as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such cost or reduction and shall be conclusive absent demonstrable error.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Prospect Capital Corp)
Increased Costs Capital Adequacy. (a) If, due to either If any Change in Law shall:
(i) the introduction of impose, modify or deem applicable any change reserve, special deposit, assessment, fee, Tax (other than Indemnified Taxes and Excluded Taxes), insurance charge, liquidity or similar requirement (including any change by way of imposition compulsory loan requirement, insurance charge or increase of reserve requirements included in the Eurodollar Reserve Percentageother assessment) in or in the interpretation against assets of, any law deposits with or regulation for the account of, or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to the Agentcredit extended by, any Owner Lender or any Affiliate Affiliate, participant, successor or assign thereof (each of which shall be an "Affected Party");
(ii) impose on any Affected Party or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances or participation therein or the obligation or right of agreeing any Lender to make, make Advances hereunder; or
(iii) change the amount of capital maintained or required or requested or directed to be maintained by any Affected Party; and the result of any of the foregoing shall be to increase the cost to or impose a cost upon such Affected Party of funding or making or funding purchases maintaining any Advance or of and/or reinvestments in Percentage Interests hereunder maintaining its obligation to make any such Advance or maintaining Percentage Interests hereunder, then to increase the Seller shall from time cost to time, upon demand such Affected Party or to reduce the amount of any sum received or receivable by such Affected Party, whether of principal, interest or otherwise or to require any payment calculated by reference to the amount of interest or loans received or held by such Affected Party, then the Borrower will pay to such Affected Party such USActive 55125247.5 73 additional amount or amounts sufficient to as will compensate such Affected Party for any such increased costsadditional costs incurred or reduction suffered.
(b) If either (i) the introduction of, or any change in or in the interpretation of, any law or regulation or (ii) the compliance by any Affected Party with any guideline or request from any central bank or other governmental authority issued after the date of this Agreement (whether or not having the force of law), affects or would affect the amount of capital required or expected to be maintained by such Affected Party, and such Affected Party determines that any Change in Law regarding capital or liquidity requirements has or would have the amount effect of reducing the rate of return on such Affected Party's capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder oron the capital of Affected Party's holding company, in each caseif any, under similar financial arrangements as a consequence of this type, then, upon demand Agreement or the Advances made by such Affected Party to a level below that which such Affected Party or Affected Party's holding company could have achieved but for such Change in Law (with a copy of taking into consideration such demand to Affected Party's policies and the Agent), the Seller shall pay to the Agent for the account policies of such Affected Party's holding company with respect to capital adequacy and liquidity), then from time to time as specified by such Affected Party, additional amounts sufficient to compensate such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunder.
(c) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunder, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall Borrower will pay to such Affected Party such additional amount or amounts as may be necessary to reimburse will compensate such Affected Party or Affected Party's holding company for any amounts paid by itsuch reduction suffered.
(dc) A certificate of an Affected Party providing an explanation of the applicable Change in Law and setting forth the amount or amounts necessary to compensate such Affected Party or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 2.10 shall be delivered to the Borrower and shall be conclusive absent manifest error. In determining any amount provided for in this Section 2.142.10, the Affected Party may will act reasonably and in good faith and will use any reasonable averaging and attribution methods. Any The Borrower shall pay such Affected Party making a claim under the amount shown as due on any such certificate on the Payment Date following receipt thereof.
(d) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.14 2.10 shall submit not constitute a waiver of any Affected Party's right to demand such compensation; provided that the Borrower shall not be required to compensate any Affected Party pursuant to this Section 2.10 for any increased costs or reductions incurred more than one hundred and eighty (180) days prior to the Seller a certificate as date that such Affected Party notifies the Borrower of the Change in Law giving rise to such additional increased costs or reductions and of such Affected Party's intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased cost costs or reductionreductions is retroactive, which certificate then the one hundred and eighty (180)-day period referred to above shall be conclusive absent demonstrable errorextended to include the period of retroactive effect thereof.
(e) Any participant with respect to a participation interest in an Advance shall be entitled to the benefit of this Section 2.10 (subject to the requirements and limitations herein) to the same extent as if it was a Lender and had acquired its interest in the Advance by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation.
Appears in 1 contract
Samples: Loan and Servicing Agreement (BlackRock TCP Capital Corp.)
Increased Costs Capital Adequacy. (a) If, due to either If any Change in Law shall:
(i) the introduction of impose, modify or deem applicable any change reserve, special deposit, assessment, fee, insurance charge, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentageassessment) in or in the interpretation against assets of, deposits with or for the account of, or credit extended by, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to the Administrative Agent, any Owner Lender or any Affiliate Affiliate, participant, successor or assign thereof (each of which shall be an "“Affected Party"”); provided that a participant shall be subject to the proviso to Section 12.04(d);
(ii) impose on any Affected Party or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances or participation therein or the obligation or right of any Lender to make Advances hereunder;
(iii) change the amount of capital maintained or required or requested or directed to be maintained by any Affected Party;
(iv) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of agreeing 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
(v) change the rate for, or the manner in which the Federal Deposit Insurance Corporation (or a successor thereto) assesses deposit insurance premiums or similar charges; and the result of any of the foregoing shall be to make, increase the cost to or impose a cost upon such Affected Party of funding or making or funding purchases maintaining any Advance or of and/or reinvestments in Percentage Interests hereunder maintaining its obligation to make any such Advance or maintaining Percentage Interests hereunder, then otherwise performing its obligations under the Seller shall from time Transaction Documents or to time, upon demand increase the cost to such Affected Party or to reduce the amount of any sum received or receivable by such Affected Party, pay whether of principal, interest or otherwise or to require any payment calculated by reference to the amount of interest or loans received or held by such Affected Party additional amounts sufficient to compensate such Affected Party for any such increased costs.
(b) If either (i) the introduction of, or any change in or in the interpretation of, any law or regulation or (ii) the compliance by any Affected Party with any guideline or request from any central bank or other governmental authority issued after the date of this Agreement (whether or not having the force of law), affects or would affect the amount of capital required or expected to be maintained by such Affected Party, and such Affected Party determines that the amount of is generally charging such capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder or, in each case, under similar financial arrangements of this type, then, upon demand by such Affected Party (with a copy of such demand amounts to the Agent), the Seller shall pay to the Agent for the account of such Affected Party, from time to time as specified by such Affected Party, additional amounts sufficient to compensate such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunder.
(c) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereundersimilarly situated borrowers, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall Borrower will pay to such Affected Party such additional amount or amounts as may be necessary to reimburse will compensate such Affected Party for any amounts paid by itsuch additional costs incurred or reduction suffered.
(db) If any Affected Party determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Affected Party’s capital or on the capital of Affected Party’s holding company, if any, as a consequence of this Agreement or the Advances made by such Affected Party to a level below that which such Affected Party or Affected Party’s holding company could have achieved but for such Change in Law and such Affected Party is generally charging such amounts to similarly situated borrowers, then from time to time the Borrower will pay to such Affected Party such additional amount or amounts as will compensate such Affected Party or Affected Party’s holding company for any such reduction suffered.
(c) A certificate of an Affected Party providing an explanation of the applicable Change in Law, certifying that such Affected Party is generally charging such amounts to similarly situated borrowers and setting forth the amount or amounts necessary to compensate such Affected Party or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 2.10 shall be delivered to the Borrower and shall be conclusive absent manifest error. In determining any amount provided for in this Section 2.142.09, the Affected Party may use any reasonable averaging and attribution methods. Any The Borrower shall pay such Affected Party making the amount shown as due on any such certificate on the Payment Date following receipt thereof.
(d) If a claim under Currency Disruption Event with respect to any Lender has occurred and is continuing at any time at which the Borrower requests an Advance in the currency subject to such Currency Disruption Event, the Administrative Agent or such Lender, as applicable, shall in turn so notify the Borrower, and shall have no obligation to make such Advance in such currency. Upon receipt of such notice, the Borrower may revoke any pending Notice of Borrowing without payment of any penalty or fees.
(e) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.14 2.09 shall submit not constitute a waiver of any Affected Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Affected Party pursuant to this Section 2.09 for any increased costs or reductions incurred more than one hundred and eighty (180) days prior to the Seller a certificate as date that such Affected Party notifies the Borrower of the Change in Law giving rise to such additional increased costs or reductions and of such Affected Party’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased cost costs or reductionreductions is retroactive, which certificate then the one hundred and eighty (180)-day period referred to above shall be extended to include the period of retroactive effect thereof.
(f) In the event that any Affected Party shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Party to make any purchase or loan or maintain any purchase or loan) as a result of any Advance not being made in accordance with a request therefor under Section 2.02, then, on the Payment Date following written notice from such Affected Party to the Borrower, the Borrower shall pay to such Affected Party, the amount of such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive absent demonstrable errorand binding upon the Borrower.
Appears in 1 contract
Samples: Loan and Servicing Agreement (FS Investment Corp II)
Increased Costs Capital Adequacy. (a) If, due to either 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 introduction of account of, or credit extended by, any change Affected Party (except any such reserve requirement reflected in the Adjusted Libor Rate);
(ii) impose on any Affected Party or the London interbank market any other condition, cost or expense (other than any change by way of imposition Taxes) affecting this Agreement or increase of reserve requirements included in the Eurodollar Reserve Percentage) in or in the interpretation of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to the Agent, any Owner or any Affiliate thereof (each of which shall be an "Affected Party") of agreeing to make, making or funding purchases of and/or reinvestments in Percentage Interests hereunder or maintaining Percentage Interests hereunder, then the Seller shall from time to time, upon demand Loans made by such Affected Party; or
(iii) subject any Affected Party to any Taxes (other than (A) Indemnified Taxes, pay (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; and the result of any of the foregoing shall be to increase the cost to such Affected Party additional amounts sufficient of making or maintaining any Loan (or of maintaining its obligation to compensate make any such Loan) or to reduce the amount of any sum received or receivable by such Affected Party hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or such other Affected Party, as the case may be, such additional amount or amounts as will compensate such Lender or such other Affected Party, as the case may be, for any such increased costsadditional costs incurred or reduction suffered as shall be reasonably determined by such Lender.
(b) If either (i) any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the introduction ofeffect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, or any change in or in the interpretation ofif any, any law or regulation or (ii) the compliance by any Affected Party with any guideline or request from any central bank or other governmental authority issued after the date as a consequence of this Agreement or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (whether or not having taking into consideration such Lender’s policies and the force policies of lawsuch Lender’s holding company with respect to capital adequacy and liquidity), affects or would affect the amount of capital required or expected to be maintained by such Affected Party, and such Affected Party determines that the amount of such capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder or, in each case, under similar financial arrangements of this type, then, upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall pay to the Agent for the account of such Affected Party, then from time to time as specified by such Affected Party, additional amounts sufficient to compensate such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunder.
(c) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunder, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall Borrower will pay to such Affected Party Lender, as the case may be, such additional amount or amounts as may will compensate such Lender or such Lender’s holding company for any such reduction suffered as shall be reasonably determined by such Lender.
(c) A certificate of a Lender certifying (i) the amount or amounts necessary to reimburse compensate such Affected Party Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.13 and (ii) the basis for the calculation of such amounts, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any amounts paid by itsuch certificate within five (5) Borrower Business Days after receipt thereof.
(d) In determining Failure or delay on the part of any amount provided for in Lender to demand compensation pursuant to this Section 2.14, shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making Borrower shall not be required to compensate a claim under Lender pursuant to this Section 2.14 shall submit 2.13 for any increased costs or reductions incurred more than 180 days prior to the Seller a certificate as date that such Lender notifies the Borrower of the Change in Law giving rise to such additional increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided, further that, if the Change in Law giving rise to such increased cost costs or reductionreductions is retroactive, which certificate then such 180 day period shall be conclusive absent demonstrable errorextended to include any period of retroactive effect of such Change in Law.
Appears in 1 contract
Increased Costs Capital Adequacy. (a) If, due to either If any Change in Law shall:
(i) the introduction of impose, modify or deem applicable any change reserve, special deposit, assessment, fee, tax, insurance charge, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentageassessment) in or in the interpretation against assets of, deposits with or for the account of, or credit extended by, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to the Administrative Agent, any Owner Lender or any Affiliate Affiliate, participant, successor or assign thereof (each of which shall be an "“Affected Party"”);
(ii) impose on any Affected Party or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances or participation therein or the obligation or right of agreeing any Lender to makemake Advances hereunder;
(iii) change the amount of capital maintained or required or requested or directed to be maintained by any Affected Party; or
(iv) change the rate for, or the manner in which the Federal Deposit Insurance Corporation (or a successor thereto) assesses deposit insurance premiums or similar charges; and the result of any of the foregoing shall be to increase the cost to or impose a cost upon such Affected Party of funding or making or funding purchases maintaining any Advance or of and/or reinvestments in Percentage Interests hereunder maintaining its obligation to make any such Advance or maintaining Percentage Interests hereunder, then otherwise performing its obligations under the Seller shall from time Transaction Documents or to time, upon demand increase the cost to such Affected Party or to reduce the amount of any sum received or receivable by such Affected Party, pay whether of principal, interest or otherwise or to such Affected Party additional amounts sufficient require any payment calculated by reference to compensate such Affected Party for any such increased costs.
(b) If either (i) the introduction of, or any change in or in the interpretation of, any law or regulation or (ii) the compliance by any Affected Party with any guideline or request from any central bank or other governmental authority issued after the date of this Agreement (whether or not having the force of law), affects or would affect the amount of capital required interest or expected to be maintained loans received or held by such Affected Party, and such Affected Party determines that then the amount of such capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder or, in each case, under similar financial arrangements of this type, then, upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall pay to the Agent for the account of such Affected Party, from time to time as specified by such Affected Party, additional amounts sufficient to compensate such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunder.
(c) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunder, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall Borrower will pay to such Affected Party such additional amount or amounts as may be necessary to reimburse will compensate such Affected Party for any amounts paid by itsuch additional costs incurred or reduction suffered.
(db) If any Affected Party determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Affected Party’s capital or on the capital of Affected Party’s holding company, if any, as a consequence of this Agreement or the Advances made by such Affected Party to a level below that which such Affected Party or Affected Party’s holding company could have achieved but for such Change in Law (taking into consideration such Affected Party’s policies and the policies of such Affected Party’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Affected Party such additional amount or amounts as will compensate such Affected Party or Affected Party’s holding company for any such reduction suffered.
(c) A certificate of an Affected Party providing an explanation of the applicable Change in Law and setting forth the amount or amounts necessary to compensate such Affected Party or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 2.10 shall be delivered to the Borrower and shall be conclusive absent manifest error. In determining any amount provided for in this Section 2.142.10, the Affected Party may use any reasonable averaging and attribution methods. Any The Borrower shall pay such Affected Party making a claim under the amount shown as due on any such certificate on the Payment Date following receipt thereof.
(d) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.14 2.10 shall submit not constitute a waiver of any Affected Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Affected Party pursuant to this Section 2.10 for any increased costs or reductions incurred more than ninety (90) days prior to the Seller a certificate as date that such Affected Party notifies the Borrower of the Change in Law giving rise to such additional increased costs or reductions and of such Affected Party’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased cost costs or reductionreductions is retroactive, which certificate then the ninety (90)-day period referred to above shall be extended to include the period of retroactive effect thereof.
(e) In the event that any Affected Party shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Party to make any purchase or loan or maintain any purchase or loan) as a result of any Advance not being made in accordance with a request therefor under Section 2.02, then, on the Payment Date following written notice from such Affected Party to the Borrower, the Borrower shall pay to such Affected Party, the amount of such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive absent demonstrable errorand binding upon the Borrower.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Apollo Debt Solutions BDC)
Increased Costs Capital Adequacy. (a) If, due to either If any Change in Law shall:
(i) the introduction of impose, modify or deem applicable any change reserve, special deposit, assessment, fee, Tax (other than Indemnified Taxes and Excluded Taxes), insurance charge, liquidity or similar requirement (including any change by way of imposition compulsory loan requirement, insurance charge or increase of reserve requirements included in the Eurodollar Reserve Percentageother assessment) in or in the interpretation against assets of, any law deposits with or regulation for the account of, or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to the Agentcredit extended by, any Owner Lender or any Affiliate Affiliate, participant, successor or assign thereof (each of which shall be an "Affected Party");
(ii) impose on any Affected Party or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances or participation therein or the obligation or right of agreeing any Lender to make, make Advances hereunder; or
(iii) change the amount of capital maintained or required or requested or directed to be maintained by any Affected Party; and the result of any of the foregoing shall be to increase the cost to or impose a cost upon such Affected Party of funding or making or funding purchases maintaining any Advance or of and/or reinvestments in Percentage Interests hereunder maintaining its obligation to make any such Advance or maintaining Percentage Interests hereunder, then to increase the Seller shall from time cost to time, upon demand such Affected Party or to reduce the amount of any sum received or receivable by such Affected Party, pay whether of principal, interest or otherwise or to such Affected Party additional amounts sufficient require any payment calculated by reference to compensate such Affected Party for any such increased costs.
(b) If either (i) the introduction of, or any change in or in the interpretation of, any law or regulation or (ii) the compliance by any Affected Party with any guideline or request from any central bank or other governmental authority issued after the date of this Agreement (whether or not having the force of law), affects or would affect the amount of capital required interest or expected to be maintained loans received or held by such Affected Party, and such Affected Party determines that then the amount of such capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder or, in each case, under similar financial arrangements of this type, then, upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall pay to the Agent for the account of such Affected Party, from time to time as specified by such Affected Party, additional amounts sufficient to compensate such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunder.
(c) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunder, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall Borrower will pay to such Affected Party such additional amount or amounts as may be necessary to reimburse will compensate such Affected Party for any amounts paid by itsuch additional costs incurred or reduction suffered.
(db) If any Affected Party determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Affected Party's capital or on the capital of Affected Party's holding company, if any, as a consequence of this Agreement or the Advances made by such Affected Party to a level below that which such Affected Party or Affected Party's holding company could have achieved but for such Change in Law (taking into consideration such Affected Party's policies and the policies of such Affected Party's holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Affected Party such additional amount or amounts as will compensate such Affected Party or Affected Party's holding company for any such reduction suffered. USActive 55323723.458318056.5 26
(c) A certificate of an Affected Party providing an explanation of the applicable Change in Law and setting forth the amount or amounts necessary to compensate such Affected Party or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 2.10 shall be delivered to the Borrower and shall be conclusive absent manifest error. In determining any amount provided for in this Section 2.142.10, the Affected Party may will act reasonably and in good faith and will use any reasonable averaging and attribution methods. Any The Borrower shall pay such Affected Party making a claim under the amount shown as due on any such certificate on the Payment Date following receipt thereof.
(d) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.14 2.10 shall submit not constitute a waiver of any Affected Party's right to demand such compensation; provided that the Borrower shall not be required to compensate any Affected Party pursuant to this Section 2.10 for any increased costs or reductions incurred more than one hundred and eighty (180) days prior to the Seller a certificate as date that such Affected Party notifies the Borrower of the Change in Law giving rise to such additional increased costs or reductions and of such Affected Party's intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased cost costs or reductionreductions is retroactive, which certificate then the one hundred and eighty (180)-day period referred to above shall be conclusive absent demonstrable errorextended to include the period of retroactive effect thereof.
(e) Any participant with respect to a participation interest in an Advance shall be entitled to the benefit of this Section 2.10 (subject to the requirements and limitations herein) to the same extent as if it was a Lender and had acquired its interest in the Advance by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation.
Appears in 1 contract
Samples: Loan and Servicing Agreement (BlackRock TCP Capital Corp.)
Increased Costs Capital Adequacy. (a) If, due to either If any Change in Law shall:
(i) the introduction of impose, modify or deem applicable any change reserve, special deposit, assessment, fee, insurance charge, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentageassessment) in or in the interpretation against assets of, deposits with or for the account of, or credit extended by, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to the Administrative Agent, any Owner Lender or any Affiliate Affiliate, participant, successor or assign thereof (each of which shall be an "“Affected Party"”); provided that a participant shall be subject to the proviso to Section 12.04(b);
(ii) impose on any Affected Party or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances or participation therein or the obligation or right of any Lender to make Advances hereunder;
(iii) change the amount of capital maintained or required or requested or directed to be maintained by any Affected Party;
(iv) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of agreeing 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
(v) change the rate for, or the manner in which the Federal Deposit Insurance Corporation (or a successor thereto) assesses deposit insurance premiums or similar charges; and the result of any of the foregoing shall be to make, increase the cost to or impose a cost upon such Affected Party of funding or making or funding purchases maintaining any Advance or of and/or reinvestments in Percentage Interests hereunder maintaining its obligation to make any such Advance or maintaining Percentage Interests hereunder, then otherwise performing its obligations under the Seller shall from time Transaction Documents or to time, upon demand increase the cost to such Affected Party or to reduce the amount of any sum received or receivable by such Affected Party, pay whether of principal, interest or otherwise or to require any payment calculated by reference to the amount of interest or loans received or held by such Affected Party additional amounts sufficient to compensate such Affected Party for any such increased costs.
(b) If either (i) the introduction of, or any change in or in the interpretation of, any law or regulation or (ii) the compliance by any Affected Party with any guideline or request from any central bank or other governmental authority issued after the date of this Agreement (whether or not having the force of law), affects or would affect the amount of capital required or expected to be maintained by such Affected Party, and such Affected Party determines that the amount of is generally charging such capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder or, in each case, under similar financial arrangements of this type, then, upon demand by such Affected Party (with a copy of such demand amounts to the Agent), the Seller shall pay to the Agent for the account of such Affected Party, from time to time as specified by such Affected Party, additional amounts sufficient to compensate such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunder.
(c) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereundersimilarly situated borrowers, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall Borrower will pay to such Affected Party such additional amount or amounts as may be necessary to reimburse will compensate such Affected Party for any amounts paid by itsuch additional costs incurred or reduction suffered.
(db) If any Affected Party determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Affected Party’s capital or on the capital of Affected Party’s holding company, if any, as a consequence of this Agreement or the Advances made by such Affected Party to a level below that which such Affected Party or Affected Party’s holding company could have achieved but for such Change in Law and such Affected Party is generally charging such amounts to similarly situated borrowers, then from time to time the Borrower will pay to such Affected Party such additional amount or amounts as will compensate such Affected Party or Affected Party’s holding company for any such reduction suffered.
(c) A certificate of an Affected Party providing an explanation of the applicable Change in Law, certifying that such Affected Party is generally charging such amounts to similarly situated borrowers and setting forth the amount or amounts necessary to compensate such Affected Party or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 2.10 shall be delivered to the Borrower and shall be conclusive absent manifest error. In determining any amount provided for in this Section 2.142.10, the Affected Party may use any reasonable averaging and attribution methods. Any The Borrower shall pay such Affected Party making a claim under the amount shown as due on any such certificate on the Payment Date following receipt thereof.
(d) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.14 2.10 shall submit not constitute a waiver of any Affected Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Affected Party pursuant to this Section 2.10 for any increased costs or reductions incurred more than one hundred and eighty (180) days prior to the Seller a certificate as date that such Affected Party notifies the Borrower of the Change in Law giving rise to such additional increased costs or reductions and of such Affected Party’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased cost costs or reductionreductions is retroactive, which certificate then the one hundred and eighty (180)-day period referred to above shall be extended to include the period of retroactive effect thereof.
(e) In the event that any Affected Party shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Party to make any purchase or loan or maintain any purchase or loan) as a result of any Advance not being made in accordance with a request therefor under Section 2.02, then, on the Payment Date following written notice from such Affected Party to the Borrower, the Borrower shall pay to such Affected Party, the amount of such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive absent demonstrable errorand binding upon the Borrower.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Owl Rock Capital Corp)
Increased Costs Capital Adequacy. (a) 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) in or in the interpretation of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority or similar agency (whether or not having the force of law), and taking into account the obligations of the Liquidity Banks under the Liquidity Agreement and otherwise in connection with Triple-A'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 Triple-A (either directly or indirectly through any increase in the Agentcosts to the Liquidity Banks) of making, any Owner funding, or any Affiliate thereof (each of which shall be an "Affected Party") maintaining Receivables Purchases or in the cost to Triple-A of agreeing to make, making fund, or funding purchases maintain Receivables Purchases (including the reduction of and/or reinvestments in Percentage Interests hereunder any sum received or maintaining Percentage Interests Receivable hereunder), then the Seller shall from time to time, upon demand by such Affected PartyTriple-A by the submission of the certificate described below, pay to such Affected Party Triple-A additional amounts sufficient to compensate such Affected Party Triple-A for any such increased costscost. A certificate setting forth in reasonable detail the amount of such increased cost submitted to the Seller by Triple-A shall be conclusive and binding for all purposes, absent manifest error.
(b) If either (i) the introduction of, Triple-A or any change in or in the interpretation of, Liquidity Bank determines that compliance with any law or regulation or (ii) the compliance by any Affected Party with any guideline or request or any written interpretation from any central bank or other governmental authority issued after the date of this Agreement or similar agency (whether or not having the force of law)) which is introduced, implemented or received by Triple-A or such Liquidity Bank after the date hereof, affects or would affect capital adequacy or the amount of capital required or expected to be maintained by Triple-A or such Affected Party, Liquidity Bank or any corporation controlling Triple-A or such Liquidity Bank and such Affected Party determines that the amount of such capital is increased by or based upon its obligations hereunder the Triple-A Loans or its purchasing and maintaining Percentage Interests hereunder or, in each case, under similar financial arrangements the existence of this Triple-A Purchase Agreement or upon the Advances or such Liquidity Bank's commitment to lend under the Liquidity Agreement and other commitments of that type, or has or would have the effect of reducing the rate of return on capital, then, upon demand by such Affected Party (with a copy Triple-A by the submission of such demand to the Agent)certificate described below, the Seller shall pay to the Agent for the account of such Affected PartyTriple-A, from time to time as specified by such Affected PartyTriple-A, additional amounts sufficient to compensate Triple-A or such Affected Party corporation in the light of such circumstances, to the extent that such Affected Party Triple-A reasonably determines such increase in capital to be allocable to the Receivables Purchases or the existence of this Triple-A Purchase Agreement or to the extent that Triple-A owes compensation to a Liquidity Bank in respect of or on account of such Affected Party's obligations hereunder or its purchasingevents. A certificate setting forth in reasonable detail such amounts submitted to the Seller by Triple-A shall be conclusive and binding for all purposes, funding or maintaining Percentage Interests hereunderabsent manifest error.
(c) If as a result In the event that Triple-A requests compensation for increased costs on behalf of any event or circumstance Liquidity Bank under this Section 2.08 and such increased costs are not being requested by the other Liquidity Banks generally or, if only one Liquidity Bank exists, by Triple-A's liquidity providers for similar transactions, then Triple-A shall, promptly following identification by the Seller of an "Eligible Assignee" (as defined in the Liquidity Agreement) willing to those accept such commitment, cause the Liquidity Bank requesting such increased costs to assign its outstanding Advances and commitments under the Liquidity Agreement to such Eligible Assignee, all as more particularly described in Section 2.14(a8.06(g) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or of the funding or maintenance of purchases of Percentage Interests hereunder, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts paid by itLiquidity Agreement.
(d) In determining any amount provided for in this Section 2.14, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.14 shall submit to the Seller a certificate as to such additional or increased cost or reduction, which certificate shall be conclusive absent demonstrable error.
Appears in 1 contract
Increased Costs Capital Adequacy. (a) If, due to either If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the introduction of account of, or credit extended by, any Lender or L/C Issuer (except any such reserve requirement reflected in Adjusted LIBOR);
(ii) subject the Administrative Agent or any change Lender or L/C Issuer to any Taxes (other than any change by way Indemnified Taxes, Excluded Taxes or Other Taxes) on its loans, loan principal, letters of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentage) in or in the interpretation ofcredit, any law or regulation or (ii) the compliance with any guideline or request from any central bank commitments, or other governmental authority obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(whether iii) impose on any Lender or not having L/C Issuer or the force London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made, or Letters of law)Credit issued, there by such Lender or L/C Issuer; and the result of any of the foregoing shall be any to increase in the cost to the Agent, any Owner such Lender or any Affiliate thereof (each L/C Issuer of which shall be an "Affected Party") of agreeing to make, making or funding purchases maintaining any Loan or issuing any Letter of and/or reinvestments in Percentage Interests hereunder Credit (or of maintaining Percentage Interests hereunderits obligation to make any such Loan or issuing any such Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender or L/C Issuer (whether of principal, interest or otherwise), then the Seller shall from time to time, upon demand by such Affected Party, applicable Borrower will pay to such Affected Party Lender or L/C Issuer such additional amount or amounts sufficient to as will compensate such Affected Party Lender or L/C Issuer for any such increased costsadditional costs incurred or reduction suffered.
(b) If either (i) any Lender or L/C Issuer determines that any Change in Law regarding capital or liquidity requirements has or would have the introduction ofeffect of reducing the rate of return on such Lender’s or L/C Issuer’s capital or on the capital of such Lender’s or L/C Issuer’s holding company, or any change in or in the interpretation ofif any, any law or regulation or (ii) the compliance by any Affected Party with any guideline or request from any central bank or other governmental authority issued after the date as a consequence of this Agreement or the Loans made, or the Letters of Credit issued, by such Lender or L/C Issuer, to a level below that which such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company could have achieved but for such Change in Law (whether taking into consideration such Lender’s or not having L/C Issuer’s policies and the force policies of lawsuch Lender’s or L/C Issuer’s holding company with respect to capital adequacy or liquidity), affects or would affect the amount of capital required or expected to be maintained by such Affected Party, and such Affected Party determines that the amount of such capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder or, in each case, under similar financial arrangements of this type, then, upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall pay to the Agent for the account of such Affected Party, then from time to time as specified by such Affected Party, additional amounts sufficient to compensate such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunder.
(c) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunder, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller applicable Borrower shall pay to such Affected Party Lender or L/C Issuer such additional amount or amounts as may will compensate such Lender or L/C Issuer or such Lender’s or L/C/ Issuer’s holding company for any such reduction suffered. Notwithstanding any other provision herein, no Lender or L/C Issuer shall demand compensation pursuant to this Section 2.16(b) as a result of a Change in Law resulting from Basel III or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act if it shall not at the time be the general policy or practice of such Lender or L/C Issuer to demand such compensation from similarly situated borrowers (to the extent that, with respect to such Change in Law, such Lender or L/C Issuer has the right to do so under its credit facilities with similarly situated borrowers).
(c) A certificate of a Lender or L/C Issuer setting forth the amount or amounts necessary to reimburse compensate such Affected Party for Lender or L/C Issuer or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section 2.16 shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. Such Borrower shall pay such Lender or L/C Issuer the amount shown as due on any amounts paid by itsuch certificate within [REDACTED – Time Period] after receipt thereof.
(d) In determining Promptly after any amount provided Lender or L/C Issuer has determined that it will make a request for in increased compensation pursuant to this Section 2.142.16, such Lender or L/C Issuer shall notify the Affected Party may use applicable Borrower. Failure or delay on the part of any reasonable averaging and attribution methods. Any Affected Party making a claim under Lender or L/C Issuer to demand compensation pursuant to this Section 2.14 2.16 shall submit not constitute a waiver of such Lender’s or L/C Issuer’s right to demand such compensation; provided that such Borrower shall not be required to compensate a Lender or L/C Issuer pursuant to this Section 2.16 for any increased costs or reductions incurred more than [REDACTED – Time Period] prior to the Seller a certificate as date that such Lender or L/C Issuer notifies the applicable Borrower of the Change in Law giving rise to such additional increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor; provided, further, that if the Change in Law giving rise to such increased cost costs or reductionreductions is retroactive, which certificate then the [REDACTED – Time Period] period referred to above shall be conclusive absent demonstrable errorextended to include the period of retroactive effect thereof.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Concordia Healthcare Corp.)
Increased Costs Capital Adequacy. (a) If, due to either If any Change in Law shall:
(i) the introduction of impose, modify or deem applicable any change reserve, special deposit, assessment, fee, tax, insurance charge, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentageassessment) in or in the interpretation against assets of, deposits with or for the account of, or credit extended by, any law or regulation or (ii) of the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to the Administrative Agent, any Owner Lender or any Affiliate Affiliate, participant, successor or assign thereof (each of which shall be an "“Affected Party"”);
(ii) impose on any Affected Party or the London or other applicable offshore interbank market (or, to the extent a different Benchmark applies, the market for such Benchmark) any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances or participation therein or the obligation or right of agreeing any Lender to makemake Advances hereunder;
(iii) change the amount of capital maintained or required or requested or directed to be maintained by any Affected Party; or
(iv) change the rate for, or the manner in which the Federal Deposit Insurance Corporation (or a successor thereto) assesses, deposit insurance premiums or similar charges; and the result of any of the foregoing shall be to increase the cost to or impose a cost upon such Affected Party of funding or making or funding purchases maintaining any Advance or of and/or reinvestments in Percentage Interests hereunder maintaining its obligation to make any such Advance or maintaining Percentage Interests hereunder, then otherwise performing its obligations under the Seller shall from time Transaction Documents or to time, upon demand increase the cost to such Affected Party or to reduce the amount of any sum received or receivable by such Affected Party, pay whether of principal, interest or otherwise or to such Affected Party additional amounts sufficient require any payment calculated by reference to compensate such Affected Party for any such increased costs.
(b) If either (i) the introduction of, or any change in or in the interpretation of, any law or regulation or (ii) the compliance by any Affected Party with any guideline or request from any central bank or other governmental authority issued after the date of this Agreement (whether or not having the force of law), affects or would affect the amount of capital required interest or expected to be maintained loans received or held by such Affected Party, and such Affected Party determines that then on each Payment Date pursuant to Section 2.04 the amount of such capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder or, in each case, under similar financial arrangements of this type, then, upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall pay to the Agent for the account of such Affected Party, from time to time as specified by such Affected Party, additional amounts sufficient to compensate such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunder.
(c) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunder, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall Borrower will pay to such Affected Party such additional amount or amounts as may be necessary to reimburse will compensate such Affected Party for any amounts paid by itsuch additional costs incurred or reduction suffered.
(db) If any Affected Party determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Affected Party’s capital or on the capital of Affected Party’s holding company, if any, as a consequence of this Agreement or the Advances made by such Affected Party to a level below that which such Affected Party or Affected Party’s holding company could have achieved but for such Change in Law (taking into consideration such Affected Party’s policies and the policies of such Affected Party’s holding company with respect to capital adequacy and liquidity), then from time to time on each Payment Date pursuant to Section 2.04 the Borrower will pay to such Affected Party such additional amount or amounts as will compensate such Affected Party or Affected Party’s holding company for any such reduction suffered.
(c) A certificate of an Affected Party providing an explanation of the applicable Change in Law and setting forth the amount or amounts necessary to compensate such Affected Party or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 2.10 shall be delivered to the Borrower and shall be conclusive absent manifest error. In determining any amount provided for in this Section 2.142.10, the Affected Party may use any reasonable averaging and attribution methods. Any The Borrower shall pay such Affected Party making a claim under the amount shown as due on any such certificate on the Payment Date following receipt thereof.
(d) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.14 2.10 shall submit not constitute a waiver of any Affected Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Affected Party pursuant to this Section 2.10 for any increased costs or reductions incurred more than one hundred and eighty (180) days prior to the Seller a certificate as date that such Affected Party notifies the Borrower of the Change in Law giving rise to such additional increased costs or reductions and of such Affected Party’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased cost costs or reductionreductions is retroactive, which certificate then the one hundred and eighty (180)-day period referred to above shall be extended to include the period of retroactive effect thereof.
(e) In the event that any Affected Party shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Party to make any purchase or loan or maintain any purchase or loan) as a result of any Advance not being made in accordance with a request therefor under Section 2.02, then, on the Payment Date following written notice from such Affected Party to the Borrower, the Borrower shall pay to such Affected Party, the amount of such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive absent demonstrable errorand binding upon the Borrower.
Appears in 1 contract
Samples: Loan and Servicing Agreement (HPS Corporate Lending Fund)
Increased Costs Capital Adequacy. (a) If, due to either If any Change in Law shall:
(i) the introduction of impose, modify or deem applicable any change reserve, special deposit, assessment, fee, tax, insurance charge, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentageassessment) in or in the interpretation against assets of, deposits with or for the account of, or credit extended by, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to the Administrative Agent, any Owner Lender or any Affiliate Affiliate, participant, successor or assign thereof (each of which shall be an "“Affected Party"”);
(ii) impose on any Affected Party or the London interbank market (or any other market material to the calculation of agreeing the Benchmark in the relevant date of determination) any other condition, cost or expense (other than Excluded Taxes and Non-Excluded Taxes) affecting this Agreement or Advances or participation therein or the obligation or right of any Lender to makemake Advances hereunder;
(iii) change the amount of capital maintained or required or requested or directed to be maintained by any Affected Party; or
(iv) change the rate for, or the manner in which the Federal Deposit Insurance Corporation (or a successor thereto) assesses deposit insurance premiums or similar charges; and the result of any of the foregoing shall be to increase the cost to or impose a cost upon such Affected Party of funding or making or funding purchases maintaining any Advance or of and/or reinvestments in Percentage Interests hereunder maintaining its obligation to make any such Advance or maintaining Percentage Interests hereunder, then otherwise performing its obligations under the Seller shall from time Credit Documents or to time, upon demand increase the cost to such Affected Party or to reduce the amount of any sum received or receivable by such Affected Party, pay whether of principal, interest or otherwise or to require any payment calculated by reference to the amount of interest or loans received or held by such Affected Party Party, then the Administrative Agent shall give the Borrower (and the Warehouse Collateral Manager) prompt notice thereof and, so long as the condition remains in effect, the Borrower shall either pay the aggregate outstanding principal amount of all Advances then outstanding (including by sale of assets or additional amounts sufficient financing) or pay additional interest on the Advances at a rate per annum equal to compensate such Affected Party for any such increased coststhe floating rate index which the Administrative Agent reasonably determines to be generally applicable to secured financings and/or collateralized loan transactions on the relevant date of determination plus the spread over the Benchmark set forth in Section 2.08(a) hereof.
(b) If either (i) the introduction of, or any change in or in the interpretation of, any law or regulation or (ii) the compliance by any Affected Party with any guideline or request from any central bank or other governmental authority issued after the date of this Agreement (whether or not having the force of law), affects or would affect the amount of capital required or expected to be maintained by such Affected Party, and such Affected Party determines that any Change in Law regarding capital or liquidity requirements has or would have the amount effect of reducing the rate of return on such Affected Party’s capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder oron the capital of Affected Party’s holding company, in each caseif any, under similar financial arrangements as a consequence of this type, then, upon demand Agreement or the Advances made by such Affected Party to a level below that which such Affected Party or Affected Party’s holding company could have achieved but for such Change in Law (with a copy of taking into consideration such demand to Affected Party’s policies and the Agent), the Seller shall pay to the Agent for the account policies of such Affected Party’s holding company with respect to capital adequacy and liquidity), then from time to time as specified by such Affected Party, additional amounts sufficient to compensate such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunder.
(c) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunder, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall Borrower will pay to such Affected Party such additional amount or amounts as may be necessary to reimburse will compensate such Affected Party or Affected Party’s holding company for any amounts paid by itsuch reduction suffered.
(dc) A certificate of an Affected Party providing an explanation of the applicable Change in Law and setting forth the amount or amounts necessary to compensate such Affected Party or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 2.11 shall be delivered to the Borrower and shall be conclusive absent manifest error. In determining any amount provided for in this Section 2.142.11, the Affected Party may use any reasonable averaging and attribution methods. Any The Borrower shall pay such Affected Party making a claim under the amount shown as due on any such certificate on the Payment Date following receipt thereof.
(d) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.14 2.11 shall submit not constitute a waiver of any Affected Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Affected Party pursuant to this Section 2.11 for any increased costs or reductions incurred more than one hundred and eighty (180) days prior to the Seller a certificate as date that such Affected Party notifies the Borrower of the Change in Law giving rise to such additional increased costs or reductions and of such Affected Party’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased cost costs or reductionreductions is retroactive, which certificate then the one hundred and eighty (180)-day period referred to above shall be extended to include the period of retroactive effect thereof.
(e) In the event that any Affected Party shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Party to make any purchase or loan or maintain any purchase or loan) as a result of any Advance not being made in accordance with a request therefor under Section 2.03, then, on the Payment Date following written notice from such Affected Party to the Borrower, the Borrower shall pay to such Affected Party, the amount of such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive absent demonstrable errorand binding upon the Borrower.
Appears in 1 contract
Increased Costs Capital Adequacy. (a) IfIf after the date hereof, due to either any Affected Party shall be charged any fee, expense or increased cost on account of the adoption of any Applicable Law (i) the introduction of including any Applicable Law regarding capital adequacy or liquidity), any accounting principles or any change (other than in any of the foregoing, or any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentage) in or in the interpretation ofor administration thereof by any Governmental Authority, any law or regulation or (ii) the compliance with any guideline or request from Financial Accounting Standards Board, any central bank or other governmental authority any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law), there shall be any increase in the cost to the Agent, any Owner or any Affiliate thereof (each of which shall be an "Affected Party") of agreeing to make, making or funding purchases of and/or reinvestments in Percentage Interests hereunder or maintaining Percentage Interests hereunder, then the Seller shall from time to time, upon demand by such Affected Party, pay to such Affected Party additional amounts sufficient to compensate such Affected Party for any such increased costs.
authority or agency (b) If either a “Regulatory Change”): (i) the introduction ofthat subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any change in or Affected Party of any amounts payable under any Transaction Document (except for changes in the interpretation of, any law rate of tax on the overall net income of an Affected Party or regulation taxes excluded by Section 2.13) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the compliance account of an Affected Party, or credit extended by any an Affected Party with pursuant to a Transaction Document or (iii) that imposes any guideline other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Transaction Document, or request from any central bank to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or other governmental authority issued after the date of this Agreement (whether or not having the force of law), affects or would affect to reduce the amount of capital required any sum received or expected to be maintained receivable by such Affected Party, and such an Affected Party determines that under a Transaction Document or to require any payment calculated by reference to the amount of such capital is increased interests or loans held or interest received by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder or, in each case, under similar financial arrangements of this typeit, then, upon demand by the applicable Lender (on behalf of the relevant Affected Party) or an Agent to the Borrower, with a copy to the Servicer, the Documentation Agent and the applicable Managing Agent, the Borrower shall pay, in accordance with the Priority of Payments, to the Paying Agent, for payment to any applicable Lenders for the benefit of the relevant Affected Party or to the applicable Agent, as the case may be, such amounts charged to such Affected Party (with a copy of or such demand amounts to the Agent), the Seller shall pay to the Agent for the account of such Affected Party, from time to time as specified by such Affected Party, additional amounts sufficient to otherwise compensate such Affected Party for such increased cost or such reduction. For the avoidance of doubt, (A) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all Applicable Laws, principles, interpretations, administrations, requests or directives promulgated thereunder and (B) all Applicable Laws, principles, interpretations, administrations, requests or directives promulgated by the Bank for International Settlements, Basel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign Governmental Authorities or central banks or comparable agencies, in each case pursuant to Basel III, are deemed to have been adopted or changed after the light date hereof, regardless of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder date the same were adopted or its purchasing, funding or maintaining Percentage Interests hereunderchanged.
(cb) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b2.12(a), any an Affected Party is required to compensate a bank Funding Source or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party Support Provider in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests Advances hereunder, then upon on the next Payment Date after demand by the relevant Lender, on behalf of such Affected Party (with a copy of such demand to the Agent)Party, the Seller Borrower shall pay pay, in accordance with the Priority of Payments, for payment to such any applicable Lender for the benefit of the relevant Affected Party Party, such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it.
(dc) In determining any amount provided for in this Section 2.14section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.14 2.12 shall submit to the Seller Borrower, with a copy to the Documentation Agent and the Servicer, a certificate as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such cost or reduction and shall be conclusive absent demonstrable error.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Prospect Capital Corp)
Increased Costs Capital Adequacy. (a) If, due to either If any Change in Law shall:
(i) the introduction of impose, modify or deem applicable any change reserve, special deposit, assessment, fee, Tax (other than Indemnified Taxes and Excluded Taxes), insurance charge, liquidity or similar requirement (including any change by way of imposition compulsory loan requirement, insurance charge or increase of reserve requirements included in the Eurodollar Reserve Percentageother assessment) in or in the interpretation against assets of, any law deposits with or regulation for the account of, or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to the Agentcredit extended by, any Owner Lender or any Affiliate Affiliate, participant, successor or assign thereof (each of which shall be an "Affected Party");
(ii) impose on any Affected Party or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Advances or participation therein or the obligation or right of agreeing any Lender to make, make Advances hereunder; or
(iii) change the amount of capital maintained or required or requested or directed to be maintained by any Affected Party; and the result of any of the foregoing shall be to increase the cost to or impose a cost upon such Affected Party of funding or making or funding purchases maintaining any Advance or of and/or reinvestments in Percentage Interests hereunder maintaining its obligation to make any such Advance or maintaining Percentage Interests hereunder, then to increase the Seller shall from time cost to time, upon demand such Affected Party or to reduce the amount of any sum received or receivable by such Affected Party, whether of principal, interest or otherwise or to require any payment calculated by reference to the amount of interest or loans received or held by such Affected Party, then the Borrower will pay to such Affected Party such USActive 55323723.3 additional amount or amounts sufficient to as will compensate such Affected Party for any such increased costsadditional costs incurred or reduction suffered.
(b) If either (i) the introduction of, or any change in or in the interpretation of, any law or regulation or (ii) the compliance by any Affected Party with any guideline or request from any central bank or other governmental authority issued after the date of this Agreement (whether or not having the force of law), affects or would affect the amount of capital required or expected to be maintained by such Affected Party, and such Affected Party determines that any Change in Law regarding capital or liquidity requirements has or would have the amount effect of reducing the rate of return on such Affected Party's capital is increased by or based upon its obligations hereunder or its purchasing and maintaining Percentage Interests hereunder oron the capital of Affected Party's holding company, in each caseif any, under similar financial arrangements as a consequence of this type, then, upon demand Agreement or the Advances made by such Affected Party to a level below that which such Affected Party or Affected Party's holding company could have achieved but for such Change in Law (with a copy of taking into consideration such demand to Affected Party's policies and the Agent), the Seller shall pay to the Agent for the account policies of such Affected Party's holding company with respect to capital adequacy and liquidity), then from time to time as specified by such Affected Party, additional amounts sufficient to compensate such Affected Party in the light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to such Affected Party's obligations hereunder or its purchasing, funding or maintaining Percentage Interests hereunder.
(c) If as a result of any event or circumstance similar to those described in Section 2.14(a) or 2.14(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of purchases of Percentage Interests hereunder, then upon demand by such Affected Party (with a copy of such demand to the Agent), the Seller shall Borrower will pay to such Affected Party such additional amount or amounts as may be necessary to reimburse will compensate such Affected Party or Affected Party's holding company for any amounts paid by itsuch reduction suffered.
(dc) A certificate of an Affected Party providing an explanation of the applicable Change in Law and setting forth the amount or amounts necessary to compensate such Affected Party or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 2.10 shall be delivered to the Borrower and shall be conclusive absent manifest error. In determining any amount provided for in this Section 2.142.10, the Affected Party may will act reasonably and in good faith and will use any reasonable averaging and attribution methods. Any The Borrower shall pay such Affected Party making a claim under the amount shown as due on any such certificate on the Payment Date following receipt thereof.
(d) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.14 2.10 shall submit not constitute a waiver of any Affected Party's right to demand such compensation; provided that the Borrower shall not be required to compensate any Affected Party pursuant to this Section 2.10 for any increased costs or reductions incurred more than one hundred and eighty (180) days prior to the Seller a certificate as date that such Affected Party notifies the Borrower of the Change in Law giving rise to such additional increased costs or reductions and of such Affected Party's intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased cost costs or reductionreductions is retroactive, which certificate then the one hundred and eighty (180)-day period referred to above shall be conclusive absent demonstrable errorextended to include the period of retroactive effect thereof.
(e) Any participant with respect to a participation interest in an Advance shall be entitled to the benefit of this Section 2.10 (subject to the requirements and limitations herein) to the same extent as if it was a Lender and had acquired its interest in the Advance by assignment; provided that such participant shall not be entitled to receive any greater payment under Section 2.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. USActive 55323723.3
Appears in 1 contract
Samples: Loan and Servicing Agreement (BlackRock TCP Capital Corp.)
