Increased Costs Capital Adequacy. (a) If after the Closing Date, any Lender, the Agent, any Funding Source or any of their respective Affiliates (each an “Affected Party”) shall be charged or shall incur any fee, expense, increased reserve requirement or other increased cost on account of the adoption or implementation of any applicable law, rule or regulation or any accounting principle (including, without limitation, any applicable law, rule or regulation or accounting principle regarding or affecting capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority or accounting body charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such Governmental Authority or accounting body (a “Regulatory Change”): (i) which subjects any Affected Party to any charge or withholding on or with respect to any Funding Agreement or an Affected Party’s obligations under a Funding Agreement, or on or with respect to the Assets, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of an Affected Party) or (ii) which imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Affected Party, or credit extended by an Affected Party pursuant to a Funding Agreement or (iii) which imposes any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Funding Agreement, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by an Affected Party under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent by the submission of the certificate described below, the Borrower shall pay to the Agent, for the benefit of the relevant Affected Party, such amounts as are necessary to compensate such Affected Party for such increased cost, reduction or payment. A certificate from the relevant Affected Party setting forth in reasonable detail the amounts so required to compensate such Affected Party submitted to the Borrower shall be conclusive and binding for all purposes, absent manifest error.
Appears in 2 contracts
Samples: Credit and Security Agreement (GWG Holdings, Inc.), Credit and Security Agreement (GWG Holdings, Inc.)
Increased Costs Capital Adequacy. (a) If after If, due to either (i) the Closing Date, any Lender, the Agent, any Funding Source introduction of or any of their respective Affiliates (each an “Affected Party”) shall be charged or shall incur any fee, expense, increased reserve requirement or other increased cost on account of change that becomes effective following the adoption or implementation of any applicable law, rule or regulation or any accounting principle date hereof (including, without limitation, any applicable lawchange by way of imposition or increase of reserve requirements) in or in the interpretation, rule administration or application following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Indemnified Taxes and Excluded Taxes), in each case whether foreign or accounting principle regarding or affecting capital adequacydomestic, including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or any change thereinXxxx-Xxxxx, or any change in (ii) the interpretation or administration thereof by any Governmental Authority or accounting body charged with the interpretation or administration thereof, or compliance with any guideline or request following the date hereof from any central bank or directive other Governmental Authority (whether or not having the force of law), including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any such Governmental Authority Advance (or accounting body any reduction of the amount of any payment (a “Regulatory Change”): (iwhether of principal, interest, fee, compensation or otherwise) which subjects any Affected Party to any charge or withholding on or with respect to any Funding Agreement or an Affected Party’s obligations under a Funding Agreement, or on or with respect to the Assets, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Funding Agreement (except for changes in hereunder), as the rate of tax on the overall net income of an Affected Party) or (ii) which imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partycase may be, or credit extended by an Affected Party pursuant to a Funding Agreement or (iii) which imposes there shall be any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Funding Agreement, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Funding Agreement, or to reduce reduction in the amount of any sum received or receivable by an Affected Party under a Funding Agreement this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to require any payment calculated by reference to the amount of interests or loans held or interest received by ittime, then, upon after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the submission basis for such demand), on behalf of the certificate described belowsuch Affected Party, the Borrower shall pay to the Administrative Agent, for the benefit on behalf of the relevant such Affected Party, such additional amounts as are necessary sufficient to compensate such Affected Party for such increased cost, reduction costs or payment. A certificate from the relevant Affected Party setting forth in reasonable detail reduced payments within 10 days after such demand; provided that the amounts so required to compensate such Affected Party submitted to the Borrower payable under this Section 2.10 shall be conclusive without duplication of amounts payable under Section 2.11 and binding for all purposes, absent manifest errorshall not include any Excluded Taxes.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (NF Investment Corp.), Loan and Servicing Agreement (NF Investment Corp.)
Increased Costs Capital Adequacy. (a) If after the Closing Effective Date, any the Lender, any Hedge Counterparty, the Agent, Agent or any Funding Source or any of their respective Affiliates (each an “Affected Party”) shall be charged or shall incur any fee, expense, increased reserve requirement or other increased cost on account of the (i) adoption or implementation of any applicable law, rule or regulation or any accounting principle (including, without limitation, any applicable law, rule or regulation or accounting principle regarding or affecting capital adequacy) or any change therein, or (ii) any change in the interpretation or administration thereof by any Governmental Authority or accounting body charged with the interpretation or administration thereof, or (iii) compliance with any request or directive (whether or not having the force of law) of any such Governmental Authority or accounting body (a “Regulatory Change”): (iA) which subjects any Affected Party to any charge or withholding on or with respect to any Funding Agreement or an Affected Party’s obligations under a Funding Agreement, or on or with respect to the AssetsMedallion Loans, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of an Affected Party) or (iiB) which imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Affected Party, or credit extended by an Affected Party pursuant to a Funding Agreement or (iiiC) which imposes any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Funding Agreement, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by an a Affected Party under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent by the submission of the certificate described below, the Borrower shall pay to the Agent, for the benefit of the relevant Affected Party, such amounts as are necessary to compensate such Affected Party for such increased cost, reduction or payment. A certificate from the relevant Affected Party setting forth in reasonable detail the amounts so required to compensate such Affected Party submitted to the Borrower shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III and (iii) the Capital Requirements Directive (as amended by Article 122a (effective as of January 1, 2011) and as the same may be further amended, restated or otherwise modified) and all requests, rules, guidelines or directives thereunder or issued in connection therewith, shall, in each case, constitute a Regulatory Change regardless of the date adopted or implemented.
Appears in 1 contract
Samples: Loan and Security Agreement (Medallion Financial Corp)
Increased Costs Capital Adequacy. (a) If after If, due to either (i) the Closing Dateintroduction of or any change following the Fifth Amendment Effective Date (or, any Lenderwith respect to the Agent (so long as Xxxxx Fargo is the Agent) and Xxxxx Fargo, the Agent, any Funding Source or any of their respective Affiliates (each an “Affected Party”Restatement Date) shall be charged or shall incur any fee, expense, increased reserve requirement or other increased cost on account of the adoption or implementation of any applicable law, rule or regulation or any accounting principle (including, without limitation, any applicable lawchange by way of imposition or increase of reserve requirements) in or in the interpretation, rule administration or application following the Fifth Amendment Effective Date (or, with respect to the Agent (so long as Xxxxx Fargo is the Agent) and Xxxxx Fargo, the Restatement Date) of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or accounting principle regarding domestic or affecting capital adequacy(ii) or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority or accounting body charged with the interpretation or administration thereof, or compliance with any guideline or request following the Fifth Amendment Effective Date (or, with respect to the Agent (so long as Xxxxx Fargo is the Agent) and Xxxxx Fargo, the Restatement Date) from any central bank or directive other Governmental Authority (whether or not having the force of law) of ), there shall be any such Governmental Authority or accounting body (a “Regulatory Change”): (i) which subjects increase in the cost to the Agent, any Affected Party to any charge or withholding on or with respect to any Funding Agreement or an Affected Party’s obligations under a Funding AgreementLender, or on or any Affiliate, participant (provided that a participant shall not be entitled to receive any greater payment under this Section 2.10 than the Lender would have been entitled to receive with respect to the Assetsparticipation sold to such participant), successor or changes assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the basis amount of taxation any payment (whether of payments principal, interest, fee, compensation or otherwise) to any Affected Party of any amounts payable under any Funding Agreement (except for changes in hereunder), as the rate of tax on case may be, the overall net income of an Affected Party) or (ii) which imposesBorrower shall, modifies or deems applicable any reservefrom time to time, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Affected Party, or credit extended by an Affected Party pursuant to a Funding Agreement or (iii) which imposes any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Funding Agreement, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by an Affected Party under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon after written demand by the Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the submission basis for such demand), on behalf of the certificate described belowsuch Affected Party, the Borrower shall pay to the Agent, for the benefit on behalf of the relevant such Affected Party, such additional amounts as are necessary sufficient to compensate such Affected Party for such increased cost, reduction costs or payment. A certificate from the relevant Affected Party setting forth in reasonable detail reduced payments within 10 days after such demand; provided that the amounts so required to compensate such Affected Party submitted to the Borrower payable under this Section 2.10 shall be conclusive without duplication of amounts payable under Section 2.11 and binding for all purposes, absent manifest errorshall not include any Excluded Taxes.
Appears in 1 contract
Increased Costs Capital Adequacy. (a) If after the Closing Date, any Lender, the Agent, any Funding Source or any of their respective Affiliates (each an “Affected Party”) shall be charged or shall incur any fee, expense, increased reserve requirement or other increased cost on account of the adoption or implementation of any applicable law, rule or regulation or any accounting principle (including, without limitation, any applicable law, rule or regulation or accounting principle regarding or affecting capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority or accounting body charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such Governmental Authority or accounting body (a “Regulatory Change”): (i) which subjects any Affected Party to any charge or withholding on or with respect to any Funding Agreement or an Affected Party’s obligations under a Funding Agreement, or on or with respect to the Assets, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of an Affected Party) or (ii) which imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Affected Party, or credit extended by an Affected Party pursuant to a Funding Agreement or (iii) which imposes any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Funding Agreement, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by an Affected Party under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent by the submission of the certificate described below, the Borrower Borrowers shall pay to the Agent, for the benefit of the relevant Affected Party, such amounts as are necessary to compensate such Affected Party for such increased cost, reduction or payment. A certificate from the relevant Affected Party setting forth in reasonable detail the amounts so required to compensate such Affected Party submitted to the Borrower Borrowers shall be conclusive and binding for all purposes, absent manifest error.
Appears in 1 contract
Increased Costs Capital Adequacy. (a) If after the Closing Datedate hereof, any Lender, the Agent, any Funding Source or any of their respective Affiliates (each an “Affected Party”) Party shall be charged or shall incur any fee, expense, increased reserve requirement expense or other increased cost on account of the adoption or implementation of any applicable lawApplicable Law (including any Applicable Law regarding capital adequacy or liquidity), rule or regulation or any accounting principle (including, without limitation, any applicable law, rule or regulation or accounting principle regarding or affecting capital adequacy) principles or any change thereinin any of the foregoing, or any change in the interpretation or administration thereof by any Governmental Authority Authority, the Financial Accounting Standards Board, any central bank or accounting body 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) of any such Governmental Authority authority or accounting body agency (a “Regulatory Change”): (i) which that subjects any Affected Party to any charge or withholding on or with respect to any Funding Agreement Transaction Document or an Affected Party’s obligations under a Funding AgreementTransaction Document, or on or with respect to the AssetsAdvances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Funding Agreement Transaction Document (except for changes in the rate of tax on the overall net income of an Affected PartyParty or taxes excluded by Section 2.13) or (ii) which that imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Affected Party, or credit extended by an Affected Party pursuant to a Funding Agreement Transaction Document or (iii) which that imposes any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Funding Agreement-13- Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Funding AgreementTransaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Funding Agreement Transaction Document or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent by the submission applicable Lender (on behalf of the certificate described belowrelevant 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 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 PartyParty or to the applicable Agent, as the case may be, such amounts as are necessary charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased costcost or such reduction. For the avoidance of doubt, reduction (A) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all Applicable Laws, principles, interpretations, administrations, requests or payment. A certificate from directives promulgated thereunder and (B) all Applicable Laws, principles, interpretations, administrations, requests or directives promulgated by the relevant Affected Party setting forth 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 reasonable detail each case pursuant to Basel III, are deemed to have been adopted or changed after the amounts so required to compensate such Affected Party submitted to date hereof, regardless of the Borrower shall be conclusive and binding for all purposes, absent manifest errordate the same were adopted or changed.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Prospect Capital Corp)
Increased Costs Capital Adequacy. (a) If If, after the Closing Date, any Lender, date hereof due to either (i) the Agent, any Funding Source or any introduction of their respective Affiliates (each an “Affected Party”) shall be charged or shall incur any fee, expense, increased reserve requirement or other increased cost on account of the adoption or implementation of any applicable law, rule or regulation or any accounting principle (including, without limitation, any applicable law, rule or regulation or accounting principle regarding or affecting capital adequacy) or any change therein, or any change in or to the interpretation of any law or administration thereof 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 Governmental Authority change by way of imposition or accounting body charged with increase of reserve requirements included in the interpretation Eurodollar Reserve Percentage) or administration thereof, or (ii) the compliance with any guideline or request from any central bank or directive other fiscal, monetary or governmental authority, rating agency or similar agency (whether or not having the force of law) ), and taking into account the obligations of any such Governmental Authority or accounting body (a “Regulatory Change”): (i) which subjects any Affected Party to any charge or withholding on or with respect to any Funding Agreement or an Affected Party’s obligations the Liquidity Banks under a Funding the Liquidity Agreement, the obligations of CapMAC under the Surety Bonds and/or the Insurance Agreement, and the obligations of the L/C Bank under this Credit Agreement, the Letter of Credit and otherwise in connection with Triple-A's asset-supported financing business, any reserve or on or with respect to the Assets, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of an Affected Party) or (ii) which imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets ofshall be imposed, deposits with modified or for the account deemed applicable or, any basis of an Affected Party, taxation shall be changed or credit extended by an Affected Party pursuant to a Funding Agreement or (iii) which imposes any other condition the result of which is to shall be imposed, and there shall be any increase in the cost to an Affected Party of performing its obligations under a Funding AgreementTriple-A (either directly or indirectly through any increase in the costs to the Liquidity Banks, CapMAC, or to reduce the rate L/C Bank) of return on an Affected Party’s capital as a consequence of its obligations under a Funding Agreementmaking, funding, or maintaining Triple-A Loans or in the cost to reduce Triple-A of agreeing to make, fund, or maintain Triple-A Loans (including the amount reduction of any sum received or amount of principal or interest receivable by an Affected Party under a Funding the Pledged Contracts), or in the cost to CapMAC or the L/C Bank of issuing, amending, renewing or extending, or making, funding or maintaining any payments under, the Surety Bonds, the Insurance Agreement or the Letter of Credit, or in agreeing to require any payment calculated by reference issue, amend, renew, or extend, or make, fund or maintain payments under, the Surety Bonds, the Insurance Agreement or the Letter of Credit, then the Borrower shall from time to the amount of interests or loans held or interest received by it, thentime, upon demand by Triple-A, CapMAC or the Agent L/C Bank (as the case may be), by the submission of the certificate described below, the Borrower shall pay to Triple-A, CapMAC or the AgentL/C Bank (as the case may be), for the benefit of the relevant Affected Party, such additional amounts as are necessary sufficient to compensate such Affected Party Triple-A, CapMAC or the L/C Bank (as the case may be), for such increased cost; provided, reduction however, that in the -------- ------- case of any such increased cost incurred solely as a result of compliance with any guideline or paymentrequest of any rating agency, the Borrower's obligation to pay any additional amounts identified on the certificate described below by way of compensation shall neither accrue, nor become due and payable, prior to the 90th day following the Borrower's receipt of such certificate (it being understood that the Borrower shall have no obligation to pay any such additional amount incurred solely as a result of a guideline or request of a rating agency if all outstanding Triple-A Loans and any other amounts outstanding hereunder are repaid in full and in cash, and the Borrower shall have terminated the obligations of the other parties hereto, prior to such 90th day following the Borrower's receipt of such certificate). A certificate from the relevant Affected Party setting forth in reasonable detail the amounts so required to compensate amount of such Affected Party increased cost submitted to the Borrower by Triple- A, CapMAC or the L/C Bank (as the case may be), or the Administrative Agent on behalf of Triple-A shall be conclusive and binding for all purposes, absent manifest error.
Appears in 1 contract
Increased Costs Capital Adequacy. (a) If after the Closing Date, any Lender, the Agent, any Funding Source or any of their respective Affiliates (each an “Affected Party”) shall be charged or shall incur any fee, expense, increased reserve requirement or other increased cost on account of the adoption or implementation of any applicable law, rule or regulation or any accounting principle (including, without limitation, any applicable law, rule or regulation or accounting principle regarding or affecting capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority or accounting body charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such Governmental Authority or accounting body (a “Regulatory Change”): (i) which subjects any Affected Party to any charge or withholding on or with respect to any Funding Agreement or an Affected Party’s obligations under a Funding Agreement, or on or with respect to the Assets, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of an Affected Party) or (ii) which imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Affected Party, or credit extended by an Affected Party pursuant to a Funding Agreement or (iii) which imposes any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Funding Agreement, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by an Affected Party under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent by the submission of the certificate described below, the Borrower shall pay to the Agent, for the benefit of the relevant Affected Party, such amounts as are necessary to compensate such Affected Party for such increased cost, reduction or payment. A certificate from the relevant Affected Party setting forth in reasonable detail the amounts so required to compensate such Affected Party submitted to the Borrower shall be conclusive and binding for all purposes, absent manifest error.. (b) [Reserved]. 33 (c) If any Affected Party requests compensation under this Section 2.10, or the Borrower are required to pay any additional amount to any Lender, any Funding Source or any Governmental Authority for the account of such Lender or Funding Source pursuant to Section 2.11 or if the Agent gives a notice pursuant to Section 2.10(b), then such Lender or such Funding Source shall use reasonable efforts to designate a different lending office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or such Funding Source, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to this Section 2.10 or Section 2.11, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.10(b), as applicable, and (ii) in each case, would not subject such Lender or such Funding Source to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or such Funding Source. The Borrower hereby agree to pay all reasonable costs and expenses incurred by such Lender or such Funding Source in connection with any such designation or assignment. Section 2.11
Appears in 1 contract
Samples: Credit and Security Agreement
Increased Costs Capital Adequacy. (a) If after the Closing Datedate hereof, any Lender, the Agent, any Funding Source or any of their respective Affiliates (each an “Affected Party”) Party shall be charged or shall incur any fee, expense, increased reserve requirement expense or other increased cost on account of the adoption or implementation of any applicable lawApplicable Law (including any Applicable Law regarding capital adequacy or liquidity), rule or regulation or any accounting principle (including, without limitation, any applicable law, rule or regulation or accounting principle regarding or affecting capital adequacy) principles or any change thereinin any of the foregoing, or any change in the interpretation or administration thereof by any Governmental Authority Authority, the Financial Accounting Standards Board, any central bank or accounting body 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) of any such Governmental Authority authority or accounting body agency (a “Regulatory Change”): (i) which that subjects any Affected Party to any charge or withholding on or with respect to any Funding Agreement Transaction Document or an Affected Party’s obligations under a Funding AgreementTransaction Document, or on or with respect to the AssetsAdvances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Funding Agreement Transaction Document (except for changes in the rate of tax on the overall net income of an Affected PartyParty or taxes excluded by Section 2.13) or (ii) which that imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Affected Party, or credit extended by an Affected Party pursuant to a Funding Agreement Transaction Document or (iii) which that imposes any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Funding AgreementTransaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Funding AgreementTransaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Funding Agreement Transaction Document or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent by the submission applicable Lender (on behalf of the certificate described belowrelevant 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 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 PartyParty or to the applicable Agent, as the case may be, such amounts as are necessary charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased costcost or such reduction. For the avoidance of doubt, reduction (A) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all Applicable Laws, principles, interpretations, administrations, requests or payment. A certificate from directives promulgated thereunder and (B) all Applicable Laws, principles, interpretations, administrations, requests or directives promulgated by the relevant Affected Party setting forth 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 reasonable detail each case pursuant to Basel III, are deemed to have been adopted or changed after the amounts so required to compensate such Affected Party submitted to date hereof, regardless of the Borrower shall be conclusive and binding for all purposes, absent manifest errordate the same were adopted or changed.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Prospect Capital Corp)
Increased Costs Capital Adequacy. (a) If Subject to the provisions of Section 2.10 (which shall be controlling with respect to the matters covered thereby), in the event that any Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the Closing Date, any Lender, the Agent, any Funding Source or any of their respective Affiliates (each an “Affected Party”) shall be charged or shall incur any fee, expense, increased reserve requirement or other increased cost on account of the adoption or implementation of any applicable law, rule or regulation or any accounting principle (including, without limitation, any applicable law, rule or regulation or accounting principle regarding or affecting capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority or accounting body charged with the interpretation or administration thereof, or compliance by such Affected Party with any guideline, request or directive issued or made after the Closing Date (or if later, the date such party becomes an Affected Party hereunder) by any central bank, accounting authority or other governmental or quasi governmental authority (whether or not having the force of law) of any such Governmental Authority or accounting body (a “Regulatory Change”): (i) which subjects any such Affected Party (or its applicable lending office) to any charge or withholding additional Tax (other than a Tax imposed on or measured by the net income or net profits of such Affected Party pursuant to the Laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Affected Party is located or any subdivision thereof or therein) with respect to any Funding this Agreement or an Affected Party’s any of the other Transaction Documents or any of its obligations under a Funding Agreement, hereunder or on thereunder or with respect to the Assets, or changes the basis of taxation of any payments to any such Affected Party (or its applicable lending office) of principal, interest, fees or any amounts other amount payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of an Affected Party) or hereunder; (ii) which imposes, modifies or deems holds applicable any reservereserve (including any marginal, assessmentemergency, fee, tax, insurance chargesupplemental, special deposit or other reserve), special deposit, compulsory loan, FDIC insurance, risk based assessment or similar requirement against assets ofheld by, or deposits with or other liabilities in or for the account of an Affected Partyof, or advances or loans by, or other credit extended by an by, or any other acquisition of funds by, any office of such Affected Party pursuant (other than any such reserve or other requirements with respect to a Funding Agreement Advances that are reflected in the definition of LIBO Rate); or (iii) which imposes any other condition (other than with respect to a Tax matter) on or affecting such Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of which any of the foregoing is to increase the cost to an such Affected Party of performing its obligations under a Funding Agreementagreeing to make, making or maintaining Advances hereunder or Support Advances with respect thereto or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the any amount of any sum received or receivable by an such Affected Party under a Funding Agreement (or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, its applicable lending office) with respect thereto; then, upon demand by the Agent by the submission of the certificate described belowin any such case, the Borrower from time to time, on each Settlement Date after receipt by the Borrower from such Affected Party of the statement referred to in the next sentence, shall pay to in accordance with the AgentPriority of Payments such additional amount or amounts (in the form of an increased rate of, for the benefit or a different method of the relevant calculating, interest or otherwise as such Affected Party, such amounts Party in its reasonable discretion shall determine) as are may be necessary to compensate such Affected Party for any such increased cost, cost or reduction in amounts received or paymentreceivable hereunder. A certificate from the relevant Such Affected Party shall deliver to the Borrower (with a copy to the Servicer and Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts so required owed to compensate such Affected Party submitted to the Borrower under this Section 2.09(a), which statement shall be conclusive and binding for upon all purposes, parties hereto absent manifest error; provided, that no Lender shall be entitled to compensation under this Section 2.09(a) for amounts incurred or reductions suffered more than 270 days prior to the date of delivery of such written statement.
Appears in 1 contract
Samples: Security and Servicing Agreement (Flowers Foods Inc)
Increased Costs Capital Adequacy. (a) If after If, due to either (i) the introduction of or any change following the Closing Date, any Lender, the Agent, any Funding Source or any of their respective Affiliates (each an “Affected Party”) shall be charged or shall incur any fee, expense, increased reserve requirement or other increased cost on account of the adoption or implementation of any applicable law, rule or regulation or any accounting principle Date (including, without limitation, any applicable lawchange by way of imposition or increase of reserve requirements) in or in the interpretation, rule administration or application following the Closing Date of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid by any Borrower Party to any Lender under this Agreement being subject to any Tax (other than (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (z) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or accounting principle regarding other obligations, or affecting its deposits, reserves, other liabilities or capital adequacyattributable thereto) or any change therein, or any change in (ii) the interpretation or administration thereof by any Governmental Authority or accounting body charged with the interpretation or administration thereof, or compliance with any guideline or request following the Closing Date from any central bank or directive other Governmental Authority (whether or not having the force of law), there is any increase in the cost to the Administrative Agent, any Lender, any Affiliate, participant, successor or assign thereof (each, an “Affected Party”) due to any agreement to make or any making, funding or maintaining any Funded Loan under this Agreement (or any reduction of the amount of any such Governmental Authority payment (whether of principal, interest, fee, compensation or accounting body (a “Regulatory Change”): (iotherwise) which subjects any Affected Party to any charge or withholding on or with respect to any Funding Agreement or an Affected Party’s obligations under a Funding Agreement, or on or with respect to the Assets, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Funding Agreement (except for changes in hereunder), as the rate of tax on the overall net income of an Affected Party) or (ii) which imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partycase may be, or credit extended by an Affected Party pursuant to a Funding Agreement or (iii) which imposes there is any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Funding Agreement, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Funding Agreement, or to reduce reduction in the amount of any sum received or receivable by an Affected Party under a Funding this Agreement or to require any payment calculated by reference to other Transaction Document, the amount applicable Borrower Party shall, as applicable, on each Payment Date in accordance with the Priority of interests or loans held or interest received by itPayments, then, upon after written demand by the Administrative Agent by (setting forth in reasonable detail the submission of the certificate described belowbasis for such demand), the Borrower shall pay to the Administrative Agent, for the benefit on behalf of the relevant such Affected Party, such additional amounts as are necessary sufficient to compensate such Affected Party for such increased costcosts (such amounts, reduction or payment. A certificate from the relevant Affected Party setting forth in reasonable detail the amounts so required to compensate such Affected Party submitted to the Borrower shall be conclusive and binding for all purposes, absent manifest error“Increased Costs”).
Appears in 1 contract
Samples: Revolving Loan Agreement (Owl Rock Core Income Corp.)
Increased Costs Capital Adequacy. (a) If after If, due to either (i) the introduction of or any change following the Closing Date, any Lender, the Agent, any Funding Source or any of their respective Affiliates (each an “Affected Party”) shall be charged or shall incur any fee, expense, increased reserve requirement or other increased cost on account of the adoption or implementation of any applicable law, rule or regulation or any accounting principle Date (including, without limitation, any applicable lawchange by way of imposition or increase of reserve requirements) in or in the interpretation, rule administration or application following the Closing Date of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or accounting principle regarding domestic or affecting capital adequacy(ii) or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority or accounting body charged with the interpretation or administration thereof, or compliance with any guideline or request following the Closing Date from any central bank or directive other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any such Governmental Authority Advance (or accounting body any reduction of the amount of any payment (a “Regulatory Change”): (iwhether of principal, interest, fee, compensation or otherwise) which subjects any Affected Party to any charge or withholding on or with respect to any Funding Agreement or an Affected Party’s obligations under a Funding Agreement, or on or with respect to the Assets, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Funding Agreement (except for changes in hereunder), as the rate of tax on the overall net income of an Affected Party) or (ii) which imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partycase may be, or credit extended by an Affected Party pursuant to a Funding Agreement or (iii) which imposes there shall be any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Funding Agreement, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Funding Agreement, or to reduce reduction in the amount of any sum received or receivable by an Affected Party under a Funding Agreement this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to require any payment calculated by reference to the amount of interests or loans held or interest received by ittime, then, upon after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the submission basis for such demand), on behalf of the certificate described belowsuch Affected Party, the Borrower shall pay to the Administrative Agent, for the benefit on behalf of the relevant such Affected Party, such additional amounts as are necessary sufficient to compensate such Affected Party for such increased costcosts or reduced payments within 10 days after such demand; provided, reduction or payment. A certificate from the relevant Affected Party setting forth in reasonable detail that the amounts so required to compensate such Affected Party submitted to the Borrower payable under this Section 2.10 shall be conclusive without duplication of amounts payable under Section 2.11 and binding for all purposes, absent manifest errorshall not include any Excluded Taxes.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Golub Capital BDC, Inc.)
Increased Costs Capital Adequacy. (a) If after the Closing Datedate hereof, any Lender, the Agent, any Funding Source or any of their respective Affiliates (each an “Affected Party”) Party shall be charged or shall incur any fee, expense, increased reserve requirement expense or other increased cost on account of the adoption or implementation of any applicable lawApplicable Law (including any Applicable Law regarding capital adequacy or liquidity), rule or regulation or any accounting principle (including, without limitation, any applicable law, rule or regulation or accounting principle regarding or affecting capital adequacy) principles or any change thereinin any of the foregoing, or any change in the interpretation or administration thereof by any Governmental Authority Authority, the Financial Accounting Standards Board, any central bank or accounting body 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) of any such Governmental Authority authority or accounting body agency (a “Regulatory Change”): (i) which that subjects any Affected Party to any charge or withholding on or with respect to any Funding Agreement Transaction Document or an Affected Party’s obligations under a Funding AgreementTransaction Document, or on or with respect to the AssetsAdvances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Funding Agreement Transaction Document (except for changes in the rate of tax on the overall net income of an Affected PartyParty or taxes excluded by Section 2.13) or (ii) which that imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Affected Party, or credit extended by an Affected Party pursuant to a Funding Agreement Transaction Document or (iii) which that imposes any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Funding AgreementTransaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Funding AgreementTransaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Funding Agreement Transaction Document or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent by the submission applicable Lender (on behalf of the certificate described belowrelevant 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 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 PartyParty or to the applicable Agent, as the case may be, such amounts as are necessary charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased costcost or such reduction. For the avoidance of doubt, reduction (A) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all Applicable Laws, principles, interpretations, administrations, requests or payment. A certificate from directives promulgated thereunder and (B) all Applicable Laws, principles, interpretations, administrations, requests or directives promulgated by the relevant Affected Party setting forth 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 reasonable detail each case pursuant to Basel III, are deemed to have been adopted or changed after the amounts so required to compensate such Affected Party submitted to date hereof, regardless of the Borrower shall be conclusive and binding for all purposes, absent manifest errordate the same were adopted or changed.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Prospect Capital Corp)
Increased Costs Capital Adequacy. (a) a If after the Closing Datedate hereof, any Lender, the Agent, any Funding Source or any of their respective Affiliates (each an “Affected Party”) Party shall be charged or shall incur any fee, expense, increased reserve requirement expense or other increased cost on account of the adoption or implementation of any applicable lawApplicable Law (including any Applicable Law regarding capital adequacy or liquidity), rule or regulation or any accounting principle (including, without limitation, any applicable law, rule or regulation or accounting principle regarding or affecting capital adequacy) principles or any change thereinin any of the foregoing, or any change in the interpretation or administration thereof by any Governmental Authority Authority, the Financial Accounting Standards Board, any central bank or accounting body 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) of any such Governmental Authority authority or accounting body agency (a “Regulatory Change”): (i) which that subjects any Affected Party to any charge or withholding on or with respect to any Funding Agreement Transaction Document or an Affected Party’s obligations under a Funding AgreementTransaction Document, or on or with respect to the AssetsAdvances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Funding Agreement Transaction Document (except for changes in the rate of tax on the overall net income of an Affected PartyParty or taxes excluded by Section 2.13) or (ii) which that imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Affected Party, or credit extended by an Affected Party pursuant to a Funding Agreement Transaction Document or (iii) which that imposes any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Funding AgreementTransaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Funding AgreementTransaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Funding Agreement Transaction Document or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent by the submission applicable Lender (on behalf of the certificate described belowrelevant 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 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 or such amounts 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 date hereof, regardless of the date the same were adopted or changed. b If as a result of any event or circumstance similar to those described in Section 2.12(a), an Affected Party is required to compensate a Funding Source or Support Provider in connection with this Agreement or the funding or maintenance of Advances hereunder, then on the next Payment Date after demand by the relevant Lender, on behalf of such Affected Party, the Borrower shall pay, in accordance with the Priority of Payments, for payment to any applicable Lender for the benefit of the relevant Affected Party, such additional amount or amounts as are may be necessary to compensate reimburse such Affected Party for any such increased costamounts paid by it. c In determining any amount provided for in this section, reduction or payment. A certificate from the relevant Affected Party setting forth may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.12 shall submit to the 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 the amounts so required to compensate any such Affected Party submitted to the Borrower cost or reduction and shall be conclusive and binding for all purposes, absent manifest demonstrable error.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Prospect Capital Corp)
Increased Costs Capital Adequacy. (a) If after (i) the Closing Date, any Lender, the Agent, any Funding Source introduction of or any of their respective Affiliates (each an “Affected Party”) shall be charged or shall incur any fee, expense, increased reserve requirement or other increased cost on account of the adoption or implementation of any applicable law, rule or regulation or any accounting principle change (including, without limitation, any applicable law, rule change by way of imposition or regulation increase of reserve requirements) in or accounting principle regarding or affecting capital adequacy) or any change therein, or any change in the interpretation of any law or administration thereof regulation, (ii) the compliance by an Affected Party with any guideline or request from any central bank or other Governmental Authority or accounting body charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law), or (iii) without limiting the generality of the foregoing, any such Governmental Authority or accounting body Specified Change in Law, in any of the foregoing cases, shall (a “Regulatory Change”): (iA) which subjects any subject an Affected Party to any charge or withholding on or with respect to any Funding Agreement or an Affected Party’s obligations under a Funding Agreement, or on or with respect to the Assets, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Funding Agreement Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected PartyParty imposed on it by the jurisdiction under the laws of which such Affected Party is organized), duty or other charge with respect to the Advance made by it hereunder, or any right to make the Funding hereunder, or on any payment made hereunder, (B) impose, modify or (ii) which imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, feeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, taxbut excluding any reserve requirement, insurance chargeif any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Funding Agreement or (iiiC) which imposes impose any other condition affecting the Advance made by it hereunder or the Lender’s rights hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Funding Agreement, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by an Affected Party under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by itthis Agreement, then, upon then within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the Agent by the submission of the certificate described belowbasis for such demand), the Borrower shall pay directly to the Agent, for the benefit of the relevant such Affected Party, Party such additional amount or amounts as are necessary to will compensate such Affected Party for such additional or increased cost, cost incurred or such reduction or payment. A certificate from the relevant Affected Party setting forth in reasonable detail the amounts so required to compensate such Affected Party submitted to the Borrower shall be conclusive and binding for all purposes, absent manifest errorsuffered.
Appears in 1 contract
Samples: Loan and Security Agreement (Credit Acceptance Corp)
Increased Costs Capital Adequacy. (a) If after If, due to either (i) the Closing Date, any Lender, the Agent, any Funding Source or any introduction of their respective Affiliates (each an “Affected Party”) shall be charged or shall incur any fee, expense, increased reserve requirement or other increased cost on account of the adoption or implementation of any applicable law, rule or regulation or any accounting principle (including, without limitation, any applicable law, rule or regulation or accounting principle regarding or affecting capital adequacy) or any change thereinfollowing the Closing Date (including any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the Closing Date of any Applicable Law (including any law or regulation resulting in any interest payments paid by the Borrower to any Lender under this Agreement being subject to any Tax (other than (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (z) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or any change in the interpretation or administration thereof by any Governmental Authority or accounting body charged with the interpretation or administration thereofother obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (ii) the compliance with any guideline or request following the Closing Date from any central bank or directive other Governmental Authority (whether or not having the force of law), there is any increase in the cost to the Administrative Agent, any Lender, any Affiliate, participant, successor or permitted assign thereof (each, an “Affected Party”) of agreeing to make or making, funding or maintaining any such Governmental Authority Funded Loan under this Agreement (or accounting body any reduction of the amount of any payment (a “Regulatory Change”): (iwhether of principal, interest, fee, compensation or otherwise) which subjects any Affected Party to any charge or withholding on or with respect to any Funding Agreement or an Affected Party’s obligations under a Funding Agreement, or on or with respect to the Assets, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Funding Agreement (except for changes in hereunder), as the rate of tax on the overall net income of an Affected Party) or (ii) which imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partycase may be, or credit extended by an Affected Party pursuant to a Funding Agreement or (iii) which imposes there is any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Funding Agreement, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Funding Agreement, or to reduce reduction in the amount of any sum received or receivable by an Affected Party under a Funding this Agreement or to require any payment calculated by reference to other Transaction Document, the amount Borrower shall, as applicable, on each Payment Date in accordance with the Priority of interests or loans held or interest received by itPayments, then, upon after written demand by the Administrative Agent by (setting forth in reasonable detail the submission of the certificate described belowbasis for such demand), the Borrower shall pay to the Administrative Agent, for the benefit on behalf of the relevant such Affected Party, such additional amounts as are necessary sufficient to compensate such Affected Party for such increased costcosts (such amounts, reduction or payment. A certificate from the relevant Affected Party setting forth in reasonable detail the amounts so required to compensate “Increased Costs”); provided, however, that (1) such Increased Costs shall be due and payable only if such Affected Party submitted is charging similarly situated Borrowers for similar costs, damages, losses or expenses at such time and (2) a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such Applicable Law as in effect on the Closing Date or the later date on which it becomes a Lender, as the case may be, and, provided, further, that the Administrative Agent or any such Lender shall be required to provide written notice of any of the foregoing events not later than 270 days after knowledge thereof, provided that to the Borrower extent any such increased costs are applied retroactively to any Lender, such 270-day period shall be conclusive and binding for all purposes, absent manifest errorextended to include any such period of retroactive effect.
Appears in 1 contract
Samples: Revolving Loan Agreement (TP Flexible Income Fund, Inc.)
Increased Costs Capital Adequacy. (a) If after If, due to either (i) the Closing Date, any Lender, the Agent, any Funding Source introduction of or any of their respective Affiliates (each an “Affected Party”) shall be charged or shall incur any fee, expense, increased reserve requirement or other increased cost on account of change following the adoption or implementation of any applicable law, rule or regulation or any accounting principle date hereofClosing Date (including, without limitation, any applicable lawchange by way of imposition or increase of reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, rule special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)) or liquidity requirements) in or in the interpretation, administration or application following the date hereofClosing Date of any Applicable Law (including, without limitation, any law or regulation or accounting principle regarding or affecting capital adequacy) or resulting in any change thereinpayments paid to any Lender under this Agreementloans, loan principal, letters of credit, commitments, or any change in the interpretation or administration thereof by any Governmental Authority or accounting body charged with the interpretation or administration thereofother obligations, or its deposits, reserves, other liabilities or capital attributable thereto of any Lender being subject to any Tax, except for (I) Taxes on the overall net income of such Lender)described in clauses (ii) through (iv) of the definition of Excluded Taxes, (II) Connection Income Taxes and (III) indemnified taxes paid under Section 2.11, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereofClosing Date from any central bank or directive other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to the Administrative Agent, any Lender or, any Affiliate, participant, successor or assign thereof (of any Lender, or sub-agent of the Administrative Agent (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any such Governmental Authority Advance (or accounting body any reduction of the amount of any payment (a “Regulatory Change”): (iwhether of principal, interest, fee, compensation or otherwise) which subjects any Affected Party to any charge or withholding on or with respect to any Funding Agreement or an Affected Party’s obligations under a Funding Agreement, or on or with respect to the Assets, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Funding Agreement (except for changes in hereunder), as the rate of tax on the overall net income of an Affected Party) or (ii) which imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partycase may be, or credit extended by an Affected Party pursuant to a Funding Agreement or (iii) which imposes there shall be any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Funding Agreement, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Funding Agreement, or to reduce reduction in the amount of any sum received or receivable by an Affected Party under a Funding this Agreement or under, any other Transaction Document, the Borrower shall, from time to require any payment calculated by reference to time, after writtenthen on the amount of interests or loans held or interest received by it, then, upon Payment Date following demand by the Agent Administrative Agentsuch Affected Party (which demand shall be accompanied by a statement setting forth in reasonable detail the submission of the certificate described belowbasis for such demand), the on behalf ofthe Borrower shall pay directly to such Affected Party, pay to the Administrative Agent, for the benefit on behalf of the relevant such Affected Party, such additional amounts as are necessary sufficient to compensate such Affected Party for such increased costcosts or reduced payments within 10 days after such demand; provided, reduction or payment. A certificate from the relevant Affected Party setting forth in reasonable detail that the amounts so required to compensate such Affected Party submitted to the Borrower payable under this Section 2.10 shall be conclusive without duplication of amounts payable under Section 2.11 and binding for all purposes, absent manifest errorshall not include any Excluded Taxes.
Appears in 1 contract
Increased Costs Capital Adequacy. (a) If after Subject to Section 2.20 (which shall be controlling with respect to the Closing Datematters covered thereby), if any Lender, any Agent or the Agent, any Funding Source or any of their respective Affiliates (each an “Affected Party”) Issuing Bank shall be charged or shall incur any fee, expense, increased reserve requirement or other increased cost on account of have determined that the adoption or implementation of any applicable law, rule or regulation or any accounting principle (including, without limitation, any applicable law, rule or regulation or accounting principle regarding or affecting capital adequacy) or any change thereinof, or any change in in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or Governmental Authority, or compliance by any Lender, any Agent or the Issuing Bank or any Person controlling any such Agent, any such Lender or the Issuing Bank with any directive of, or guideline from, any central bank or other Governmental Authority or accounting body charged with the interpretation or administration thereofintroduction of, or compliance with change in, any request accounting principles applicable to any Lender, any Agent or directive the Issuing Bank or any Person controlling any such Agent, any such Lender or the Issuing Bank, in each case after the date hereof (in each case, whether or not having the force of law) of any such Governmental Authority or accounting body (each a “Regulatory ChangeChange in Law”): ), shall (i) which subjects subject such Agent, such Lender or the Issuing Bank, or any Affected Party Person controlling such Agent, such Lender or the Issuing Bank to any tax, duty or other charge or withholding on or with respect to any Funding this Agreement or an Affected Party’s obligations under a Funding Agreementany Loan made by such Agent or such Lender or any Synthetic Letter of Credit issued by the Issuing Bank, or on or with respect to the Assets, or changes change the basis of taxation of payments to such Agent, such Lender or the Issuing Bank or any Affected Party Person controlling such Agent, such Lender or the Issuing Bank of any amounts payable under any Funding Agreement hereunder (except for changes in the rate of tax taxes on the overall net income of an Affected Party) such Agent, such Lender or the Issuing Bank or any Person controlling such Agent, such Lender or the Issuing Bank), (ii) which imposesimpose, modifies modify or deems deem applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against any Loan, any Synthetic Letter of Credit or against assets ofof or held by, or deposits with or for the account of an Affected Partyof, or credit extended by an Affected Party pursuant to a Funding Agreement by, such Agent, such Lender or the Issuing Bank or any Person controlling such Agent, such Lender or the Issuing Bank or (iii) which imposes impose on such Agent, such Lender or the Issuing Bank or any Person controlling such Agent, such Lender or the Issuing Bank any other condition regarding this Agreement or any Loan or Synthetic Letter of Credit, and the result of which is any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to an Affected Party such Agent, such Lender or the Issuing Bank of performing its obligations under a Funding Agreementmaking any Loan, issuing, guaranteeing or participating in any Synthetic Letter of Credit, or agreeing to make any Loan or issue, guaranty or participate in any Synthetic Letter of Credit, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the any amount of any sum received or receivable by an Affected Party under a Funding Agreement such Agent, such Lender or to require any payment calculated by reference to the amount of interests or loans held or interest received by itIssuing Bank hereunder, then, upon within 5 Business Days of written demand (including documentation reasonably supporting such request) by such Agent, such Lender or the Agent by the submission of the certificate described belowIssuing Bank, the Borrower Borrowers shall pay to the such Agent, for such Lender or the benefit of the relevant Affected PartyIssuing Bank such additional amounts as will compensate such Agent, such amounts as are necessary to compensate such Affected Party Lender or the Issuing Bank for such increased costcosts or reductions in amount; provided, reduction or payment. A certificate from the relevant Affected Party setting forth in reasonable detail the amounts so that neither Company nor any of its Subsidiaries shall be required to compensate such Affected Party submitted any Agent, any Lender or the Issuing Bank pursuant to this Section for any increased costs incurred more than 180 days prior to the Borrower date that such Agent, such Lender or Issuing Bank notifies Company in writing of the increased costs and of such Agent’s, such Lender’s or Issuing Bank’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180 day period referred to above shall be conclusive and binding for all purposes, absent manifest errorextended to include the period of retroactive effect thereof.
Appears in 1 contract
Increased Costs Capital Adequacy. (a) If after the Closing Datedate hereof, any Lender, the Agent, any Funding Source or any of their respective Affiliates (each an “Affected Party”) Party shall be charged or shall incur any fee, expense, increased reserve requirement expense or other increased cost on account of the adoption or implementation of any applicable lawApplicable Law (including any Applicable Law regarding capital adequacy or liquidity), rule or regulation or any accounting principle (including, without limitation, any applicable law, rule or regulation or accounting principle regarding or affecting capital adequacy) principles or any change thereinin any of the foregoing, or any change in the interpretation or administration thereof by any Governmental Authority Authority, the Financial Accounting Standards Board, any central bank or accounting body 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) of any such Governmental Authority authority or accounting body agency (a “Regulatory Change”): (i) which that subjects any Affected Party to any charge or withholding on or with respect to any Funding Agreement Transaction Document or an Affected Party’s obligations under a Funding AgreementTransaction Document, or on or with respect to the AssetsAdvances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Funding Agreement Transaction Document (except for changes in the rate of tax on the overall net income of an Affected PartyParty or taxes excluded by Section 2.13) or (ii) which that imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of an Affected Party, or credit extended by an Affected Party pursuant to a Funding Agreement Transaction Document or (iii) which that imposes any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Funding AgreementTransaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Funding AgreementTransaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Funding Agreement Transaction Document or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Lender to the Borrower, with a copy to the Servicer, the Documentation Agent by and the submission of the certificate described belowapplicable Managing Agent, the Borrower shall pay 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, such amounts as are necessary charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased costcost or such reduction. For the avoidance of doubt, reduction (A) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all Applicable Laws, principles, interpretations, administrations, requests or payment. A certificate from directives promulgated thereunder and (B) all Applicable Laws, principles, interpretations, administrations, requests or directives promulgated by the relevant Affected Party setting forth 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 reasonable detail each case pursuant to Basel III, each are deemed to have been adopted or changed after the amounts so required to compensate such Affected Party submitted to date hereof, regardless of the Borrower shall be conclusive and binding for all purposes, absent manifest errordate the same were adopted or changed.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Prospect Capital Corp)
