Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority: (a) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such Lender of principal, fees, interest or any other amount payable hereunder (except for change in the rate of tax on the overall gross or net income of such Lender by the jurisdiction in which such Lender principal office is located); or (b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, such Lender which are not otherwise included in the determination of the interest rate as calculated hereunder; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Advance or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any Person controlling such Lender as it relates to credit facilities in the nature of that evidenced by this Agreement, then, in any such case, Borrowers shall promptly pay any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or reduced rate of return as determined by such Lender with respect to this Agreement or Advances made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall notify Borrowers through Credit Agent of the event by reason of which it has become so entitled and Borrowers shall pay such amount within 15 days thereafter. A certificate as to any additional amount payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender, through Credit Agent, to Borrowers shall be conclusive in the absence of manifest error.
Appears in 6 contracts
Samples: Securitization Agreement, Warehousing Credit and Security Agreement (Lennar Corp /New/), Warehousing Credit and Security Agreement (Lennar Corp /New/)
Increased Costs; Capital Requirements. In the event (a) Notwithstanding any applicable lawother provision of this Agreement, order, regulation or directive issued by if any governmental or monetary authority, or any change therein or Change in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authorityLaw shall:
(ai) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such Lender of principal, fees, interest or any other amount payable hereunder (except for change in the rate of tax on the overall gross or net income of such Lender by the jurisdiction in which such Lender principal office is located); or
(b) Does or shall impose, modify or hold deem applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirement against assets held byof, or deposits or other liabilities in with or for the account ofof or credit extended or participated in by, advances any Lender or loans byIssuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate);
(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (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 credit extended byobligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii) impose on any Lender or Issuing Bank or the London interbank market or other relevant interbank market, any other acquisition of funds bycondition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender which are not otherwise included in the determination or any Letter of the interest rate as calculated hereunderCredit or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Lender or such other Recipient of making, renewing converting to, continuing or maintaining any Advance such Loan, or to increase the cost to any such Lender, Issuing Bank or other Recipient of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, Issuing Bank or other Recipient hereunder (whether of principal, interest or any other amount), then, upon request of such Lender, Issuing Bank or other Recipient, the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount receivable or amounts as will compensate such Lender, Issuing Bank, or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or Issuing Bank (acting reasonably) shall have determined that any Change in respect thereof Law affecting such Lender or to reduce Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or liquidity or on the capital or liquidity of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitment of such Lender or any Person controlling the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender pursuant hereto, or the Letters of Credit issued by such Issuing Bank pursuant hereto, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy and liquidity) by an amount deemed by such Lender or Issuing Bank (acting reasonably) to be material, then from time to time in accordance with paragraph (c) below the Borrower shall pay to such Lender or Issuing Bank, as it relates to credit facilities in the nature of that evidenced by this Agreementcase may be, then, in such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such case, Borrowers shall promptly pay any additional reduction suffered.
(c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation for such additional cost any increased costs or reduced reduction in amounts received or receivable or reduced rate reduction in return shall not constitute a waiver of return as determined by such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or Issuing Bank under paragraph (a) or (b) above with respect to this Agreement increased costs or Advances made hereunder. If a reductions with respect to any period prior to the date that is 120 days prior to the date that such Lender becomes entitled or Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 120 day period referred to above shall be extended to include the period of retroactive effect thereof). The protection of this Section shall be available to each Lender and Issuing Bank regardless of any additional amounts pursuant to this Section, it shall notify Borrowers through Credit Agent possible contention of the event by reason invalidity or inapplicability of which it has become so entitled and Borrowers the Change in Law that shall pay such amount within 15 days thereafter. A certificate as to any additional amount payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender, through Credit Agent, to Borrowers shall be conclusive in the absence of manifest errorhave occurred or been imposed.
Appears in 3 contracts
Samples: Amended and Restated Credit Agreement (Oil States International, Inc), Credit Agreement (Oil States International, Inc), Credit Agreement (Oil States International, Inc)
Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any the Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any the Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such the Lender of principal, fees, interest or any other amount payable hereunder (except for change in the rate of tax on the overall gross or net income of such the Lender by the jurisdiction in which such Lender the Lender's principal office is located); or;
(b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, such any office of the Lender which are not otherwise included in the determination of the interest rate as calculated hereunder; and the result of any of the foregoing is to increase the cost to such the Lender of making, renewing or maintaining any Advance or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such the Lender or any Person controlling such the Lender as it relates to credit facilities in the nature of that evidenced by this Agreement, then, in any such case, Borrowers the Company shall promptly pay any additional amounts necessary to compensate such the Lender for such additional cost or reduced amounts receivable or reduced rate of return as determined by such the Lender with respect to this Agreement or Advances made hereunder. If a the Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall notify Borrowers through Credit Agent the Company of the event by reason of which it has become so entitled and Borrowers the Company shall pay such amount within 15 fifteen (15) days thereafter. A certificate as to any additional amount payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender, through Credit Agent, the Lender to Borrowers the Company shall be conclusive in the absence of manifest error. The obligations of the Company under this Section shall survive the payment of all other Obligations and the termination of this Agreement.
Appears in 2 contracts
Samples: Warehousing Credit and Security Agreement (Mortgage Com Inc), Warehousing Credit and Security Agreement (Mortgage Com Inc)
Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any the Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any the Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such the Lender of principal, fees, interest or any other amount payable hereunder (except for change in the rate of tax on the overall gross or net income of such the Lender by the jurisdiction jurisdictions in which such Lender the Lender's principal office is located); or;
(b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, such any office of the Lender which are not otherwise included in the determination of the interest rate as calculated hereunder; and the result of any of the foregoing is to increase the cost to such the Lender of making, renewing or maintaining any Advance or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such the Lender or any Person controlling such the Lender as it relates to credit facilities in the nature of that evidenced by this Agreement, then, in any such case, Borrowers the Company shall promptly pay any additional amounts necessary to compensate such the Lender for such additional cost or reduced amounts receivable or reduced rate of return as determined by such the Lender with respect to this Agreement or Advances made hereunder. If a the Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall notify Borrowers through Credit Agent the Company of the event by reason of which it has become so entitled and Borrowers the Company shall pay such amount within 15 fifteen (15) days thereafter. A certificate as to any additional amount payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender, through Credit Agent, the Lender to Borrowers the Company shall be conclusive in the absence of manifest error. The obligations of the Company under this Section shall survive the payment of all other Obligations and the termination of this Agreement.
Appears in 2 contracts
Samples: Warehousing Credit and Security Agreement (Finet Holdings Corp), Warehousing Credit and Security Agreement (U S Home Corp /De/)
Increased Costs; Capital Requirements. In the event there is a change after the date of this Agreement in any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or after the date of this Agreement in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authorityand such change:
(a) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such Lender of principal, fees, interest or any other amount payable hereunder (except for change in the rate of tax on the overall gross or net income of such Lender by the jurisdiction in which such Lender Lender’s principal office is located); or;
(b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender which are not otherwise included in the determination of the interest rate as calculated hereunder; and the result of any all of the foregoing taken as a whole is to increase the cost to such Lender of making, renewing or maintaining any Advance or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any Person controlling such Lender as it relates to credit facilities in the nature of that evidenced by this Agreement, then, in any such case, Borrowers the Borrower shall promptly pay any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or reduced rate of return as reasonably determined by such Lender with respect to this Agreement or Advances made hereunder or such Lender’s obligations hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall notify Borrowers the Borrower through Credit the Agent of the event by reason of which it has become so entitled and Borrowers the Borrower shall pay such amount within 15 fifteen (15) days thereafter. Notwithstanding the foregoing, the Borrower shall not be obligated to pay any such additional amounts attributable to the period (the “Excluded Period”) ending ninety (90) days prior to the date the Borrower receives written Notice of the law, order, regulation, directive, change or request by reason of which such additional amounts are payable, except to the extent such additional amounts accrued during the Excluded Period due to the retroactive application of such law, order, regulation, directive, change or request, in which case the limitation set forth in this sentence shall not apply. A certificate as to any additional amount payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender, through Credit the Agent, to Borrowers the Borrower shall be conclusive in the absence of manifest error. The obligations of the Borrower under this Section shall survive the payment of all other Obligations and the termination of this Agreement.
Appears in 2 contracts
Samples: Warehousing Credit and Security Agreement (Centerline Holding Co), Warehousing Credit and Security Agreement (Centerline Holding Co)
Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such Lender of principal, fees, interest or any other amount payable hereunder (except for change in the rate of tax on the overall gross or net income of such Lender by the jurisdiction in which such Lender Lender's principal office is located); or;
(b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, such Lender which are not otherwise included in the determination of the interest rate as calculated hereunder; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Advance or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any Person controlling such Lender as it relates to credit facilities in the nature of that evidenced by this Agreement, then, in any such case, Borrowers Borrower shall promptly pay any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or reduced rate of return as determined by such Lender with respect to this Agreement or Advances made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall notify Borrowers Borrower through Credit Agent of the event by reason of which it has become so entitled and Borrowers Borrower shall pay such amount within 15 days thereafter. A certificate as to any additional amount payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender, through Credit Agent, to Borrowers Borrower shall be conclusive in the absence of manifest error.
Appears in 1 contract
Samples: Warehousing Credit, Term Loan and Security Agreement (American Home Mortgage Holdings Inc)
Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any the Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any the Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such the Lender of principal, fees, interest or any other amount payable hereunder (except for change in the rate of tax on the overall gross or net income of such the Lender by the jurisdiction in which such Lender the Lender's principal office is located); or;
(b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, such any office of the Lender which are not otherwise included in the determination of the interest rate as calculated hereunder; and the result of any of the foregoing is to increase the cost to such the Lender of making, renewing or maintaining any Advance or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such the Lender or any Person controlling such the Lender as it relates to credit facilities in the nature of that evidenced by this Agreement, then, in any such case, Borrowers the Borrower shall promptly pay any additional amounts necessary to compensate such the Lender for such additional cost or reduced amounts receivable or reduced rate of return as determined by such the Lender with respect to this Agreement or Advances made hereunder. If a the Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall notify Borrowers through Credit Agent the Borrower of the event by reason of which it has become so entitled and Borrowers the Borrower shall pay such amount within 15 fifteen (15) days thereafter. A certificate as to any additional amount payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a the Lender, through Credit Agent, to Borrowers the Borrower shall be conclusive in the absence of manifest error. The obligations of the Borrower under this Section shall survive the payment of all other Obligations and the termination of this Agreement.
Appears in 1 contract
Samples: Term Loan and Security Agreement (Novastar Financial Inc)
Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such Lender of principal, fees, interest or any other amount payable hereunder (except for change in the rate of tax on the overall gross or net income of such Lender by the jurisdiction in which such Lender Lender’s principal office is located); or;
(b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender which are not otherwise included in the determination of the interest rate as calculated hereunder; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Advance or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any Person controlling such Lender as it relates to credit facilities in the nature of that evidenced by this Agreement, then, in any such case, Borrowers the Company shall promptly pay any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or reduced rate of return as determined by such Lender with respect to this Agreement hereunder or Advances made hereunder. If a Lender such Lender’s obligations becomes entitled to claim any additional amounts pursuant to this Section, it shall notify Borrowers the Company through Credit the Agent of the event by reason of which it has become so entitled and Borrowers the Company shall pay such amount within 15 fifteen (15) days thereafter. Notwithstanding the foregoing, the Company shall not be obligated to pay any such additional amounts attributable to the period (the “Excluded Period”) ending ninety (90) days prior to the date the Company receives written notice of the law, order, regulation, directive, change or request by reason of which such additional amounts are payable, except to the extent such additional amounts accrued during the Excluded Period due to the retroactive application of such law, order, regulation, directive, change or request, in which case the limitation set forth in this sentence shall not apply. A certificate as to any additional amount payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender, through Credit the Agent, to Borrowers the Company shall be conclusive in the absence of manifest error. The obligations of the Company under this Section shall survive the payment of all other Obligations and the termination of this Agreement.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Sirva Inc)
Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does Notwithstanding any other provision of this Agreement, if any Change in Law shall (i) impose, modify or shall deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended or participated in by any Lender, or Issuing Bank, (ii) subject any Lender or the Issuing Bank to any tax of any kind whatsoever with respect to this Agreement Agreement, any Credit, any participation in a Credit or Swing Line Loan, or any Advances USD Revolving Loan or AUD Revolving Loan made hereunderby it, or change the basis of taxation on of payments to such Lender of principal, fees, interest or any other amount payable hereunder the Issuing Bank in respect thereof (except for Taxes covered by the Borrower under Section 2.20 and the imposition of, or any change in the rate of tax on the overall gross or net income of of, any Tax otherwise payable by such Lender or the Issuing Bank(including any Taxes that would have been covered under Section 2.20 but for one of the exclusions in Section 2.20(b)(ii)); or (iii) impose on any Lender or Issuing Bank or any relevant interbank market, any other condition, cost or expense affecting this Agreement or USD Revolving Loans or AUD Revolving Loans made by the jurisdiction in which such Lender principal office is located); or
(b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds byCredit or participation therein, such Lender which are not otherwise included in the determination of the interest rate as calculated hereunder; and the result of any of the foregoing is shall be to increase the cost to such Lender or Issuing Bank of making, renewing making or maintaining any Advance USD Revolving Loan or AUD Revolving Loan (or of maintaining its obligation to make any such Loan) or increase the cost to any Lender or Issuing Bank of issuing or maintaining any Credit (as relevant) or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), in each case, by an amount receivable deemed by such Lender or Issuing Bank (acting reasonably) to be material, then, the Borrower will pay to such Lender or Issuing Bank, as the case may be, upon demand in respect thereof accordance with paragraph (c) below such additional amount or to reduce amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or Issuing Bank (acting reasonably) shall have determined that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender Lender’s or any Person controlling such Lender Issuing Bank’s holding company, if any, as it relates to credit facilities in the nature a consequence of that evidenced by this Agreement, thenthe Revolving Commitments of such Lender or the Loans made by, or participations in Credits or Swing Line Loans held by, such Lender pursuant hereto, the Credits issued by the Issuing Bank pursuant hereto, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy) by an amount deemed by such Lender or Issuing Bank (acting reasonably) to be material, then from time to time in accordance with paragraph (c) below the Borrower shall pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such case, Borrowers shall promptly pay any additional reduction suffered.
(c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation for such additional cost any increased costs or reduced reduction in amounts received or receivable or reduced rate reduction in return on capital shall not constitute a waiver of return as determined by such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or Issuing Bank under paragraph (a) or (b) above with respect to this Agreement increased costs or Advances made hereunder. If a reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender becomes entitled or Issuing Bank knew or could reasonably have been expected to claim any additional amounts pursuant to this Section, it shall notify Borrowers through Credit Agent know of the event circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of which it has become so entitled and Borrowers such increased costs or reductions; provided further that the foregoing limitation shall pay such amount within 15 days thereafter. A certificate as not apply to any additional amount payable pursuant to increased costs or reductions arising out of the foregoing sentence containing the calculation thereof retroactive application of any Change in reasonable detail submitted by a Lender, through Credit Agent, to Borrowers Law within such 120 day period. The protection of this Section shall be conclusive available to each Lender and Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in the absence of manifest errorLaw that shall have occurred or been imposed.
Appears in 1 contract
Samples: Syndicated Facility Agreement (Oil States International, Inc)
Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such Lender of principal, fees, interest or Notwithstanding any other amount payable hereunder provision of this Agreement, if any Change in Law shall (except for change in the rate of tax on the overall gross or net income of such Lender by the jurisdiction in which such Lender principal office is located); or
(bi) Does or shall impose, modify or hold deem applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirement against assets held byof, or deposits or other liabilities in with or for the account ofof or credit extended or participated in by any Lender or Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate, advances the B/A Discount Rate or loans bythe BBSY Rate), (ii) subject any Lender or the Issuing Bank to any Taxes (other than (A) Indemnified Taxes, (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 credit extended byobligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or Issuing Bank or the London interbank market or other relevant interbank market, any other acquisition of funds bycondition, cost or expense (other than Taxes) affecting this Agreement or Eurocurrency Loans, B/A Loans or BBSY Rate Loans made by such Lender which are not otherwise included in the determination or any Letter of the interest rate as calculated hereunder; Credit or participation therein, and the result of any of the foregoing is shall be to increase the cost to such Lender or Issuing Bank of making, renewing making or maintaining any Advance Eurocurrency Loan, B/A Loan or BBSY Rate Loan (or of maintaining its obligation to make any such Loan) or increase the cost to any Lender or Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), in each case, by an amount receivable deemed by such Lender or Issuing Bank (acting reasonably) to be material, then, the Applicable Borrower will pay to such Lender or Issuing Bank, as the case may be, upon demand in respect thereof accordance with paragraph (c) below such additional amount or to reduce amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or Issuing Bank (acting reasonably) shall have determined that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender Lender’s or any Person controlling such Lender Issuing Bank’s holding company, if any, as it relates to credit facilities in the nature a consequence of that evidenced by this Agreement, thenthe Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender pursuant hereto, or the Letters of Credit issued by such Issuing Bank pursuant hereto, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy) by an amount deemed by such Lender or Issuing Bank (acting reasonably) to be material, then from time to time in accordance with paragraph (c) below the Applicable Borrower shall pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such case, Borrowers shall promptly pay any additional reduction suffered.
(c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Applicable Borrower and shall be conclusive absent manifest error. The Applicable Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation for such additional cost any increased costs or reduced reduction in amounts received or receivable or reduced rate reduction in return on capital shall not constitute a waiver of return as determined by such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be under any obligation to compensate any Lender or Issuing Bank under paragraph (a) or (b) above with respect to this Agreement increased costs or Advances made hereunder. If a reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender becomes entitled or Issuing Bank knew or could reasonably have been expected to claim any additional amounts pursuant to this Section, it shall notify Borrowers through Credit Agent know of the event circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of which it has become so entitled and Borrowers such increased costs or reductions; provided further that the foregoing limitation shall pay such amount within 15 days thereafter. A certificate as not apply to any additional amount payable pursuant to increased costs or reductions arising out of the foregoing sentence containing the calculation thereof retroactive application of any Change in reasonable detail submitted by a Lender, through Credit Agent, to Borrowers Law within such 120 day period. The protection of this Section shall be conclusive available to each Lender and Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in the absence of manifest errorLaw that shall have occurred or been imposed.
Appears in 1 contract
Increased Costs; Capital Requirements. In the event there is a change after the date of this Agreement in any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or after the date of this Agreement in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authorityand such change:
(a) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such Lender of principal, fees, interest or any other amount payable hereunder (except for change in the rate of tax on the overall gross or net income of such Lender by the jurisdiction in which such Lender Lender's principal office is located); or;
(b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender which are not otherwise included in the determination of the interest rate as calculated hereunder; and the result of any all of the foregoing taken as a whole is to increase the cost to such Lender of making, renewing or maintaining any Advance or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any Person controlling such Lender as it relates to credit facilities in the nature of that evidenced by this Agreement, then, in any such case, Borrowers the Borrower shall promptly pay any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or reduced rate of return as reasonably determined by such Lender with respect to this Agreement or Advances made hereunder or such Lender's obligations hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall notify Borrowers the Borrower through Credit the Agent of the event by reason of which it has become so entitled and Borrowers the Borrower shall pay such amount within 15 fifteen (15) days thereafter. Notwithstanding the foregoing, the Borrower shall not be obligated to pay any such additional amounts attributable to the period (the "Excluded Period") ending ninety (90) days prior to the date the Borrower receives written notice of the law, order, regulation, directive, change or request by reason of which such additional amounts are payable, except to the extent such additional amounts accrued during the Excluded Period due to the retroactive application of such law, order, regulation, directive, change or request, in which case the limitation set forth in this sentence shall not apply. A certificate as to any additional amount payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender, through Credit the Agent, to Borrowers the Borrower shall be conclusive in the absence of manifest error. The obligations of the Borrower under this Section shall survive the payment of all other Obligations and the termination of this Agreement.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Centerline Holding Co)
Increased Costs; Capital Requirements. In (a) Notwithstanding any other provision of this Agreement, 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 event any applicable law, order, regulation account of or directive issued by any governmental credit extended or monetary authority, or any change therein or participated in the governmental or judicial interpretation or application thereof, or compliance by any Lender with or Issuing Bank (except any request such reserve requirement which is reflected in the Adjusted LIBO Rate or directive B/A Discount Rate), (whether or not having the force of lawii) by any governmental or monetary authority:
(a) Does or shall subject any Lender or the Issuing Bank to any tax of any kind whatsoever with respect to this Agreement Agreement, any Letter of Credit, any participation in a Letter of Credit or Swing Line Loan, or any Advances Eurodollar Loan or B/A Loan made hereunderby it, or change the basis of taxation on of payments to such Lender of principal, fees, interest or any other amount payable hereunder the Issuing Bank in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.19 and the imposition of, or any change in the rate of tax on the overall gross or net income of of, any Excluded Tax payable by such Lender or the Issuing Bank); or (iii) impose on any Lender or Issuing Bank or the London interbank market or other relevant interbank market, any other condition, cost or expense affecting this Agreement or Eurocurrency Loans or B/A Loans made by the jurisdiction in which such Lender principal office is located); or
(b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition Letter of funds byCredit or participation therein, such Lender which are not otherwise included in the determination of the interest rate as calculated hereunder; and the result of any of the foregoing is shall be to increase the cost to such Lender or Issuing Bank of making, renewing making or maintaining any Advance Eurocurrency Loan or B/A Loan (or of maintaining its obligation to make any such Loan) or increase the cost to any Lender or Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), in each case, by an amount receivable deemed by such Lender or Issuing Bank (acting reasonably) to be material, then, the Applicable Borrower will pay to such Lender or Issuing Bank, as the case may be, upon demand in respect thereof accordance with paragraph (c) below such additional amount or to reduce amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or Issuing Bank (acting reasonably) shall have determined that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender Lender’s or any Person controlling such Lender Issuing Bank’s holding company, if any, as it relates to credit facilities in the nature a consequence of that evidenced by this Agreement, thenthe Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender pursuant hereto, or the Letters of Credit issued by such Issuing Bank pursuant hereto, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy) by an amount deemed by such Lender or Issuing Bank (acting reasonably) to be material, then from time to time in accordance with paragraph (c) below the Applicable Borrower shall pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such case, Borrowers shall promptly pay any additional reduction suffered.
(c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Applicable Borrower and shall be conclusive absent manifest error. The Applicable Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation for such additional cost any increased costs or reduced reduction in amounts received or receivable or reduced rate reduction in return on capital shall not constitute a waiver of return as determined by such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be under any obligation to compensate any Lender or Issuing Bank under paragraph (a) or (b) above with respect to this Agreement increased costs or Advances made hereunder. If a reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender becomes entitled or Issuing Bank knew or could reasonably have been expected to claim any additional amounts pursuant to this Section, it shall notify Borrowers through Credit Agent know of the event circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of which it has become so entitled and Borrowers such increased costs or reductions; provided further that the foregoing limitation shall pay such amount within 15 days thereafter. A certificate as not apply to any additional amount payable pursuant to increased costs or reductions arising out of the foregoing sentence containing the calculation thereof retroactive application of any Change in reasonable detail submitted by a Lender, through Credit Agent, to Borrowers Law within such 120 day period. The protection of this Section shall be conclusive available to each Lender and Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in the absence of manifest errorLaw that shall have occurred or been imposed.
Appears in 1 contract
Increased Costs; Capital Requirements. In the event any ------------------------------------- applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any the Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any the Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such the Lender of principal, fees, interest or any other amount payable hereunder (except for change in the rate of tax on the overall gross or net income of such the Lender by the jurisdiction in which such Lender the Lender's principal office is located); or;
(b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, such any office of the Lender which are not otherwise included in the determination of the interest rate as calculated hereunder; and the result of any of the foregoing is to increase the cost to such the Lender of making, renewing or maintaining any Advance or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such the Lender or any Person controlling such the Lender as it relates to credit facilities in the nature of that evidenced by this Agreement, then, in any such case, the Borrowers shall promptly pay any additional amounts necessary to compensate such the Lender for such additional cost or reduced amounts receivable or reduced rate of return as determined by such the Lender with respect to this Agreement or Advances made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall notify Borrowers through Credit Agent of the event by reason of which it has become so entitled and Borrowers shall pay such amount within 15 days thereafter. A certificate as to any additional amount payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender, through Credit Agent, to Borrowers shall be conclusive in the absence of manifest error.made
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Novastar Financial Inc)
Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authorityuthority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any the Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any the Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such the Lender of principal, fees, interest or any other amount payable hereunder (except for change in the rate of tax on the overall gross or net income of such the Lender by the jurisdiction in which such Lender the Lender's principal office is located); or;
(b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, such any office of the Lender which are not otherwise included in the determination of the interest rate as calculated hereunder; and the result of any of the foregoing is to increase the cost to such the Lender of making, renewing or maintaining any Advance or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such the Lender or any Person controlling such the Lender as it relates to credit facilities in the nature of that evidenced by this Agreement, then, in any such case, Borrowers the Company shall promptly pay any additional amounts necessary to compensate such the Lender for such additional cost or reduced amounts receivable or reduced rate of return as determined by such the Lender with respect to this Agreement or Advances made hereunder. If a the Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall notify Borrowers through Credit Agent the Company of the event by reason of which it has become so entitled and Borrowers the Company shall pay such amount within 15 days thereafter. A certificate as to any additional amount payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender, through Credit Agent, the Lender to Borrowers the Company shall be conclusive in the absence of manifest error. The obligations of the Company under this Section shall survive the payment of all other Obligations and the termination of this Agreement.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (U S Home Corp /De/)
Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such Lender of principal, fees, interest or Notwithstanding any other amount payable hereunder provision of this Agreement, if any Change in Law shall (except for change in the rate of tax on the overall gross or net income of such Lender by the jurisdiction in which such Lender principal office is located); or
(bi) Does or shall impose, modify or hold deem applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirement against assets held byof, or deposits or other liabilities in with or for the account ofof or credit extended or participated in by any Lender or Issuing Bank (except any such reserve requirement which is reflected in Adjusted Term SOFR, advances Adjusted Term XXXXX or loans bythe BBSY Rate), (ii) subject any Lender or any Issuing Bank to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (h) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other credit extended byobligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or Issuing Bank, any other acquisition of funds bycondition, cost or expense (other than Taxes) affecting this Agreement or SOFR Loans, Term XXXXX Loans or BBSY Rate Loans made by such Lender which are not otherwise included in the determination or any Letter of the interest rate as calculated hereunder; Credit or participation therein, and the result of any of the foregoing is shall be to increase the cost to such Lender or Issuing Bank of making, renewing making or maintaining any Advance SOFR Loan, Term XXXXX Loan or BBSY Rate Loan (or of maintaining its obligation to make any such Loan) or increase the cost to any Lender or Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), in each case, by an amount receivable deemed by such Lender or Issuing Bank (acting reasonably) to be material, then, the Applicable Borrower will pay to such Lender or Issuing Bank, as the case may be, upon demand in respect thereof accordance with paragraph (c) below such additional amount or to reduce amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or Issuing Bank (acting reasonably) shall have determined that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such -79- Lender’s or Issuing Bank’s capital or on the capital of such Lender Lender’s or any Person controlling such Lender Issuing Bank’s holding company, if any, as it relates to credit facilities in the nature a consequence of that evidenced by this Agreement, thenthe Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender pursuant hereto, or the Letters of Credit issued by such Issuing Bank pursuant hereto, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy and liquidity) by an amount deemed by such Lender or Issuing Bank (acting reasonably) to be material, then from time to time in accordance with paragraph (c) below the Applicable Borrower shall pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such case, Borrowers shall promptly pay any additional reduction suffered.
(c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Applicable Borrower and shall be conclusive absent manifest error. The Applicable Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation for such additional cost any increased costs or reduced reduction in amounts received or receivable or reduced rate reduction in return on capital shall not constitute a waiver of return as determined by such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be under any obligation to compensate any Lender or Issuing Bank under paragraph (a) or (b) above with respect to this Agreement increased costs or Advances made hereunder. If a reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender becomes entitled or Issuing Bank knew or could reasonably have been expected to claim any additional amounts pursuant to this Section, it shall notify Borrowers through Credit Agent know of the event circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of which it has become so entitled and Borrowers such increased costs or reductions; provided further that the foregoing limitation shall pay such amount within 15 days thereafter. A certificate as not apply to any additional amount payable pursuant to increased costs or reductions arising out of the foregoing sentence containing the calculation thereof retroactive application of any Change in reasonable detail submitted by a Lender, through Credit Agent, to Borrowers Law within such 120 day period. The protection of this Section shall be conclusive available to each Lender and Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in the absence of manifest errorLaw that shall have occurred or been imposed.
Appears in 1 contract
Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such Lender of principal, fees, interest or Notwithstanding any other amount payable hereunder provision of this Agreement, if any Change in Law shall (except for change in the rate of tax on the overall gross or net income of such Lender by the jurisdiction in which such Lender principal office is located); or
(bi) Does or shall impose, modify or hold deem applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirement against assets held byof, or deposits or other liabilities in with or for the account ofof or credit extended or participated in by any Lender or Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate, advances the B/A Discount Rate or loans bythe BBSY Rate), (ii) subject any Lender or the Issuing Bank to any Taxes (other than (A) Indemnified Taxes, (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 credit extended byobligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or Issuing Bank or the London interbank market or other relevant interbank market, any other acquisition of funds bycondition, cost or expense (other than Taxes) affecting this Agreement or Eurocurrency Loans, B/A Loans or BBSY Rate Loans made by such Lender which are not otherwise included in the determination or any Letter of the interest rate as calculated hereunder; Credit or participation therein, and the result of any of the foregoing is shall be to increase the cost to such Lender or Issuing Bank of making, renewing making or maintaining any Advance Eurocurrency Loan, B/A Loan or BBSY Rate Loan (or of maintaining its obligation to make any such Loan) or increase the cost to any Lender or Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), in each case, by an amount receivable deemed by such Lender or Issuing Bank (acting reasonably) to be material, then, the Applicable Borrower will pay to such Lender or Issuing Bank, as the case may be, upon demand in respect thereof accordance with paragraph (c) below such additional amount or to reduce amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or Issuing Bank (acting reasonably) shall have determined that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender Lender’s or any Person controlling such Lender Issuing Bank’s holding company, if any, as it relates to credit facilities in the nature a consequence of that evidenced by this Agreement, thenthe Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender pursuant hereto, or the Letters of Credit issued by such Issuing Bank pursuant hereto, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy and liquidity) by an amount deemed by such Lender or Issuing Bank (acting reasonably) to be material, then from time to time in accordance with paragraph (c) below the Applicable Borrower shall pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such case, Borrowers shall promptly pay any additional reduction suffered.
(c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Applicable Borrower and shall be conclusive absent manifest error. The Applicable Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation for such additional cost any increased costs or reduced reduction in amounts received or receivable or reduced rate reduction in return on capital shall not constitute a waiver of return as determined by such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be under any obligation to compensate any Lender or Issuing Bank under paragraph (a) or (b) above with respect to this Agreement increased costs or Advances made hereunder. If a reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender becomes entitled or Issuing Bank knew or could reasonably have been expected to claim any additional amounts pursuant to this Section, it shall notify Borrowers through Credit Agent know of the event circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of which it has become so entitled and Borrowers such increased costs or reductions; provided further that the foregoing limitation shall pay such amount within 15 days thereafter. A certificate as not apply to any additional amount payable pursuant to increased costs or reductions arising out of the foregoing sentence containing the calculation thereof retroactive application of any Change in reasonable detail submitted by a Lender, through Credit Agent, to Borrowers Law within such 120 day period. The protection of this Section shall be conclusive available to each Lender and Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in the absence of manifest errorLaw that shall have occurred or been imposed.
Appears in 1 contract
Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such Lender of principal, fees, interest or any other amount payable hereunder (except for change in the rate of tax on the overall gross or net income of such Lender by the jurisdiction in which such Lender Lender's principal office is located); or;
(b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender which are not otherwise included in the determination of the interest rate as calculated hereunder; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Advance or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any Person controlling such Lender as it relates to credit facilities in the nature of that evidenced by this Agreement, then, in any such case, Borrowers the Company shall promptly pay any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or reduced rate of return as determined by such Lender with respect to this Agreement or Advances made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall notify Borrowers the Company through the Credit Agent of the event by reason of which it has become so entitled and Borrowers the Company shall pay such amount within 15 days thereafter. A certificate as to any additional amount payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender, through the Credit Agent, to Borrowers the Company shall be conclusive in the absence of manifest error. The obligations of the Company under this Section shall survive the payment of all other obligations and the termination of this Agreement.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Mortgage Com Inc)
Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any the Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any the Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such the Lender of principal, fees, interest or any other amount payable hereunder (except for change in the rate of tax on the overall gross or net income of such the Lender by the jurisdiction in which such Lender the Lender's principal office is located); or;
(b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, such any office of the Lender which are not otherwise included in the determination of the interest rate as calculated hereunder; and the result of any of the foregoing is to increase the cost to such the Lender of making, renewing or maintaining any Advance or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such the Lender or any Person controlling such the Lender as it relates to credit facilities in the nature of that evidenced by this Agreement, then, in any such case, Borrowers the Company shall promptly pay any additional amounts necessary to compensate such the Lender for such additional cost or reduced amounts receivable or reduced rate of return as determined by such the Lender with respect to this Agreement or Advances made hereunder. If a the Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall notify Borrowers through Credit Agent the Company of the event by reason of which it has become so entitled and Borrowers the Company shall pay such amount within 15 days thereafter. A certificate as to any additional amount payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender, through Credit Agent, the Lender to Borrowers the Company shall be conclusive in the absence of manifest error. The obligations of the Company under this Section shall survive the payment of all other Obligations and the termination of this Agreement.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Finet Com Inc)
Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such Lender of principal, fees, interest or any other amount payable hereunder (except for change in the rate of tax on the overall gross or net income of such Lender by the jurisdiction in which such Lender Lender's principal office is located); or;
(b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, such Lender which are not otherwise included in the determination of the interest rate as calculated hereunder; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Advance or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any Person controlling such Lender as it relates to credit facilities in the nature of that evidenced by this Agreement, then, in any such case, Borrowers Borrower shall promptly pay any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or reduced rate of return as determined by such Lender with respect to this Agreement or Advances made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall notify Borrowers Borrower through Credit Agent of the event by reason of which it has become so entitled and Borrowers Borrower shall pay such amount within 15 days thereafter. A certificate as to any additional amount payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender, through Credit Agent, to Borrowers Borrower shall be conclusive in the absence of manifest error.. End of Article 4
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Lennar Corp /New/)
Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such Lender of principal, fees, interest or any other amount payable hereunder (except for change in the rate of tax on the overall gross or net income of such Lender by the jurisdiction in which such Lender Lender's principal office is located); or;
(b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender which are not otherwise included in the determination of the interest rate as calculated hereunder; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining any Advance or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such Lender or any Person controlling such Lender as it relates to credit facilities in the nature of that evidenced by this Agreement, then, in any such case, Borrowers the Company shall promptly pay any additional amounts necessary to compensate such Lender for such additional cost or reduced amounts receivable or reduced rate of return as determined by such Lender with respect to this Agreement hereunder or Advances made hereunder. If a Lender such Lender's obligations becomes entitled to claim any additional amounts pursuant to this Section, it shall notify Borrowers the Company through Credit the Administrative Agent of the event by reason of which it has become so entitled and Borrowers the Company shall pay such amount within 15 fifteen (15) days thereafter. Notwithstanding the foregoing, the Company shall not be obligated to pay any such additional amounts attributable to the period (the "Excluded Period") ending ninety (90) days prior to the date the Company receives written notice of the law, order, regulation, directive, change or request by reason of which such additional amounts are payable, except to the extent such additional amounts accrued during the Excluded Period due to the retroactive application of such law, order, regulation, directive, change or request, in which case the limitation set forth in this sentence shall not apply. A certificate as to any additional amount payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender, through Credit the Administrative Agent, to Borrowers the Company shall be conclusive in the absence of manifest error. The obligations of the Company under this Section shall survive the payment of all other Obligations and the termination of this Agreement.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (Nab Asset Corp)
Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such Lender of principal, fees, interest or Notwithstanding any other amount payable hereunder provision of this Agreement, if any Change in Law shall (except for change in the rate of tax on the overall gross or net income of such Lender by the jurisdiction in which such Lender principal office is located); or
(bi) Does or shall impose, modify or hold deem applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirement against assets held byof, or deposits or other liabilities in with or for the account ofof or credit extended or participated in by any Lender or Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO RateTerm SOFR, advances the B/A Discount Rate or loans bythe BBSY Rate), (ii) subject any Lender or any Issuing Bank to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (h) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other credit extended byobligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or Issuing Bank or the London interbank market or other relevant interbank market, any other acquisition of funds bycondition, cost or expense (other than Taxes) affecting this Agreement or EurocurrencySOFR Loans, B/A Loans or BBSY Rate Loans made by such Lender which are not otherwise included in the determination or any Letter of the interest rate as calculated hereunder; Credit or participation therein, and the result of any of the foregoing is shall be to increase the cost to such Lender or Issuing Bank of making, renewing making or maintaining any Advance EurocurrencySOFR Loan, B/A Loan or BBSY Rate Loan (or of maintaining its obligation to make any such Loan) or increase the cost to any Lender or Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), in each case, by an amount receivable deemed by such Lender or Issuing
(b) If any Lender or Issuing Bank (acting reasonably) shall have determined that any Change in respect thereof Law affecting such Lender or to reduce Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender Lender’s or any Person controlling such Lender Issuing Bank’s holding company, if any, as it relates to credit facilities in the nature a consequence of that evidenced by this Agreement, thenthe Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender pursuant hereto, or the Letters of Credit issued by such Issuing Bank pursuant hereto, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy and liquidity) by an amount deemed by such Lender or Issuing Bank (acting reasonably) to be material, then from time to time in accordance with paragraph (c) below the Applicable Borrower shall pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such case, Borrowers shall promptly pay any additional reduction suffered.
(c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Applicable Borrower and shall be conclusive absent manifest error. The Applicable Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation for such additional cost any increased costs or reduced reduction in amounts received or receivable or reduced rate reduction in return on capital shall not constitute a waiver of return as determined by such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be under any obligation to compensate any Lender or Issuing Bank under paragraph (a) or (b) above with respect to this Agreement increased costs or Advances made hereunder. If a reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender becomes entitled or Issuing Bank knew or could reasonably have been expected to claim any additional amounts pursuant to this Section, it shall notify Borrowers through Credit Agent know of the event circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of which it has become so entitled and Borrowers such increased costs or reductions; provided further that the foregoing limitation shall pay such amount within 15 days thereafter. A certificate as not apply to any additional amount payable pursuant to increased costs or reductions arising out of the foregoing sentence containing the calculation thereof retroactive application of any Change in reasonable detail submitted by a Lender, through Credit Agent, to Borrowers Law within such 120 day period. The protection of this Section shall be conclusive available to each Lender and Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in the absence of manifest errorLaw that shall have occurred or been imposed.
Appears in 1 contract
Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such Lender of principal, fees, interest or Notwithstanding any other amount payable hereunder provision of this Agreement, if any Change in Law shall (except for change in the rate of tax on the overall gross or net income of such Lender by the jurisdiction in which such Lender principal office is located); or
(bi) Does or shall impose, modify or hold deem applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirement against assets held byof, or deposits or other liabilities in with or for the account ofof or credit extended or participated in by any Lender or Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate, advances the B/A Discount Rate or loans bythe BBSY Rate), (ii) subject any Lender or the Issuing Bank to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (h) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other credit extended byobligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or Issuing Bank or the London interbank market or other relevant interbank market, any other acquisition of funds bycondition, cost or expense (other than Taxes) affecting this Agreement or Eurocurrency Loans, B/A Loans or BBSY Rate Loans made by such Lender which are not otherwise included in the determination or any Letter of the interest rate as calculated hereunder; Credit or participation therein, and the result of any of the foregoing is shall be to increase the cost to such Lender or Issuing Bank of making, renewing making or maintaining any Advance Eurocurrency Loan, B/A Loan or BBSY Rate Loan (or of maintaining its obligation to make any such Loan) or increase the cost to any Lender or Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), in each case, by an amount receivable deemed by such Lender or Issuing Bank (acting reasonably) to be material, then, the Applicable Borrower will pay to such Lender or Issuing Bank, as the case may be, upon demand in respect thereof accordance with paragraph (c) below such additional amount or to reduce amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or Issuing Bank (acting reasonably) shall have determined that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender Lender’s or any Person controlling such Lender Issuing Bank’s holding company, if any, as it relates to credit facilities in the nature a consequence of that evidenced by this Agreement, thenthe Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender pursuant hereto, or the Letters of Credit issued by such Issuing Bank pursuant hereto, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy and liquidity) by an amount deemed by such Lender or Issuing Bank (acting reasonably) to be material, then from time to time in accordance with paragraph (c) below the Applicable Borrower shall pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such case, Borrowers shall promptly pay any additional reduction suffered.
(c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Applicable Borrower and shall be conclusive absent manifest error. The Applicable Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation for such additional cost any increased costs or reduced reduction in amounts received or receivable or reduced rate reduction in return on capital shall not constitute a waiver of return as determined by such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be under any obligation to compensate any Lender or Issuing Bank under paragraph (a) or (b) above with respect to this Agreement increased costs or Advances made hereunder. If a reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender becomes entitled or Issuing Bank knew or could reasonably have been expected to claim any additional amounts pursuant to this Section, it shall notify Borrowers through Credit Agent know of the event circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of which it has become so entitled and Borrowers such increased costs or reductions; provided further that the foregoing limitation shall pay such amount within 15 days thereafter. A certificate as not apply to any additional amount payable pursuant to increased costs or reductions arising out of the foregoing sentence containing the calculation thereof retroactive application of any Change in reasonable detail submitted by a Lender, through Credit Agent, to Borrowers Law within such 120 day period. The protection of this Section shall be conclusive available to each Lender and Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in the absence of manifest errorLaw that shall have occurred or been imposed.
Appears in 1 contract
Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any the Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any the Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such the Lender of principal, fees, interest or any other amount payable hereunder (except for change in the rate of tax on the overall gross or net income of such the Lender by the jurisdiction in which such Lender the Lender's principal office is located); or;
(b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, such any office of the Lender which are not otherwise included in the determination of the interest rate as calculated hereunder; and the result of any of the foregoing is to increase the cost to such the Lender of making, renewing or maintaining any Advance or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such the Lender or any Person controlling such the Lender as it relates to credit facilities in the nature of that evidenced by this Agreement, then, in any such case, the Borrowers shall promptly pay any additional amounts necessary to compensate such the Lender for such additional cost or reduced amounts receivable or reduced rate of return as determined by such the Lender with respect to this Agreement or Advances made hereunder. If a the Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall notify the Borrowers through Credit Agent of the event by reason of which it has become so entitled and the Borrowers shall pay such amount within 15 days thereafter. A certificate as to any additional amount payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender, through Credit Agent, the Lender to the Borrowers shall be conclusive in the absence of manifest error. The obligations of the Borrowers under this Section shall survive the payment of all other Obligations and the termination of this Agreement. In the event the Lender notifies the Company of any payment due under this Section 2.12, the Borrowers may, within 30 days after its receipt of such notice pay all of the outstanding Obligations and terminate the Commitment, without paying any additional Commitment Fee or any Non-Usage Fee for the period after the effective date of such termination, provided, that the Borrowers shall not be entitled to any refund of any Commitment Fees previously paid, and shall remain liable for all Obligations (including, without limitation, any payment due under this Section 2.12) accrued through the effective date of such payment and termination.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (American Business Financial Services Inc /De/)
Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such Lender of principal, fees, interest or Notwithstanding any other amount payable hereunder provision of this Agreement, if any Change in Law shall (except for change in the rate of tax on the overall gross or net income of such Lender by the jurisdiction in which such Lender principal office is located); or
(bi) Does or shall impose, modify or hold deem applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirement against assets held byof, or deposits or other liabilities in with or for the account ofof or credit extended or participated in by any Lender or Issuing Bank (except any such reserve requirement which is reflected in Adjusted Term SOFR, advances the B/A Discount RateAdjusted Term XXXXX or loans bythe BBSY Rate), (ii) subject any Lender or any Issuing Bank to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (h) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other credit extended byobligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or Issuing Bank, any other acquisition of funds bycondition, cost or expense (other than Taxes) affecting this Agreement or SOFR Loans, B/ATerm XXXXX Loans or BBSY Rate Loans made by such Lender which are not otherwise included in the determination or any Letter of the interest rate as calculated hereunder; Credit or participation therein, and the result of any of the foregoing is shall be to increase the cost to such Lender or Issuing Bank of making, renewing making or maintaining any Advance SOFR Loan, B/ATerm XXXXX Loan or BBSY Rate Loan (or of maintaining its obligation to make any such Loan) or increase the cost to any Lender or Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), in each case, by an amount receivable deemed by such Lender or Issuing Bank (acting reasonably) to be material, then, the Applicable Borrower will pay to such Lender or Issuing Bank, as the case may be, upon demand in respect thereof accordance with paragraph (c) below such additional amount or to reduce amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or Issuing Bank (acting reasonably) shall have determined that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender Lender’s or any Person controlling such Lender Issuing Bank’s holding company, if any, as it relates to credit facilities in the nature a consequence of that evidenced by this Agreement, thenthe Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender pursuant hereto, or the Letters of Credit issued by such Issuing Bank pursuant hereto, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy and liquidity) by an amount deemed by such Lender or Issuing Bank (acting reasonably) to be material, then from time to time in accordance with paragraph (c) below the Applicable Borrower shall pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such case, Borrowers shall promptly pay any additional reduction suffered.
(c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Applicable Borrower and shall be conclusive absent manifest error. The Applicable Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation for such additional cost any increased costs or reduced reduction in amounts received or receivable or reduced rate reduction in return on capital shall not constitute a waiver of return as determined by such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be under any obligation to compensate any Lender or Issuing Bank under paragraph (a) or (b) above with respect to this Agreement increased costs or Advances made hereunder. If a reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender becomes entitled or Issuing Bank knew or could reasonably have been expected to claim any additional amounts pursuant to this Section, it shall notify Borrowers through Credit Agent know of the event circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of which it has become so entitled and Borrowers such increased costs or reductions; provided further that the foregoing limitation shall pay such amount within 15 days thereafter. A certificate as not apply to any additional amount payable pursuant to increased costs or reductions arising out of the foregoing sentence containing the calculation thereof retroactive application of any Change in reasonable detail submitted by a Lender, through Credit Agent, to Borrowers Law within such 120 day period. The protection of this Section shall be conclusive available to each Lender and Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in the absence of manifest errorLaw that shall have occurred or been imposed.
Appears in 1 contract
Increased Costs; Capital Requirements. In the event any applicable ------------------------------------- law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any the Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any the Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such the Lender of principal, fees, interest or any other amount payable hereunder (except for change in the rate of tax on the overall gross or net income of such the Lender by the jurisdiction jurisdictions in which such Lender the Lender's principal office is located); or;
(b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, such any office of the Lender which are not otherwise included in the determination of the interest rate as calculated hereunder; and the result of any of the foregoing is to increase the cost to such the Lender of making, renewing or maintaining any Advance or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such the Lender or any Person controlling such the Lender as it relates to credit facilities in the nature of that evidenced by this Agreement, then, in any such case, Borrowers the Company shall promptly pay any additional amounts necessary to compensate such the Lender for such additional cost or reduced amounts receivable or reduced rate of return as determined by such the Lender with respect to this Agreement or Advances made hereunder. If a the Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall notify Borrowers through Credit Agent the Company of the event by reason of which it has become so entitled and Borrowers the Company shall pay such amount within 15 fifteen (15) days thereafter. A certificate as to any additional amount payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender, through Credit Agent, the Lender to Borrowers the Company shall be conclusive in the absence of manifest error. The obligations of the Company under this Section shall survive the payment of all other Obligations and the termination of this Agreement.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (National Mortgage Corp)
Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any the Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any the Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis basin of taxation on payments to such the Lender of principal, fees, interest or any other amount payable hereunder (except for change in the rate of tax on the overall gross or net income of such the Lender by the jurisdiction jurisdictions in which such Lender the Lender'g principal office is located); or;
(b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, such any office of the Lender which are not otherwise included in the determination of the interest rate as calculated hereunder; and the result of any of the foregoing is to increase the cost to such the Lender of making, renewing or maintaining any Advance or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such the Lender or any Person controlling such the Lender as it relates to credit facilities in the nature of that evidenced by this Agreement, then, in any such casecage, Borrowers shall the Company "hall promptly pay any additional amounts necessary to compensate such the Lender for such additional cost or reduced amounts amount" receivable or reduced rate of return as determined by such the Lender with respect to this Agreement or Advances made hereunder. If a the Lender becomes entitled to claim any additional amounts amount" pursuant to this Section, it shall notify Borrowers through Credit Agent the Company of the event by reason of which it has become so entitled and Borrowers the Company shall pay such amount within 15 fifteen (15) days thereafter. A certificate as to any additional amount payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender, through Credit Agent, the Lender to Borrowers the Company shall be conclusive in the absence of manifest error. The obligations of the Company under this Section shall survive the payment of all other Obligations and the termination of this Agreement.
Appears in 1 contract
Samples: Gestation Warehousing Credit and Security Agreement (Finet Holdings Corp)
Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such Lender of principal, fees, interest or Notwithstanding any other amount payable hereunder provision of this Agreement, if any Change in Law shall (except for change in the rate of tax on the overall gross or net income of such Lender by the jurisdiction in which such Lender principal office is located); or
(bi) Does or shall impose, modify or hold deem applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirement against assets held byof, or deposits or other liabilities in with or for the account of, advances of or loans by, or other credit extended byor participated in by any Lender or Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate, the B/A Discount Rate or the BBSY Rate), (ii) subject any Lender or any other acquisition of funds by, Issuing Bank
(b) If any Lender or Issuing Bank (acting reasonably) shall have determined that any Change in Law affecting such Lender which are not otherwise included in the determination or Issuing Bank or any lending office of the interest rate as calculated hereunder; and the result of any of the foregoing is to increase the cost to such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of making, renewing or maintaining any Advance or to reduce any amount receivable in respect thereof or to reduce reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender Lender’s or any Person controlling such Lender Issuing Bank’s holding company, if any, as it relates to credit facilities in the nature a consequence of that evidenced by this Agreement, thenthe Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender pursuant hereto, or the Letters of Credit issued by such Issuing Bank pursuant hereto, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy and liquidity) by an amount deemed by such Lender or Issuing Bank (acting reasonably) to be material, then from time to time in accordance with paragraph (c) below the Applicable Borrower shall pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such case, Borrowers shall promptly pay any additional reduction suffered.
(c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Applicable Borrower and shall be conclusive absent manifest error. The Applicable Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation for such additional cost any increased costs or reduced reduction in amounts received or receivable or reduced rate reduction in return on capital shall not constitute a waiver of return as determined by such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be under any obligation to compensate any Lender or Issuing Bank under paragraph (a) or (b) above with respect to this Agreement or Advances made hereunder. If a Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall notify Borrowers through Credit Agent of the event by reason of which it has become so entitled and Borrowers shall pay such amount within 15 days thereafter. A certificate as to any additional amount payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender, through Credit Agent, to Borrowers shall be conclusive in the absence of manifest error.increased costs or
Appears in 1 contract
Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such Lender of principal, fees, interest or Notwithstanding any other amount payable hereunder provision of this Agreement, if any Change in Law shall (except for change in the rate of tax on the overall gross or net income of such Lender by the jurisdiction in which such Lender principal office is located); or
(bi) Does or shall impose, modify or hold deem applicable any reserve, capital requirement, special deposit, compulsory loan loan, insurance charge or similar requirement against assets held byof, or deposits or other liabilities in with or for the account ofof or credit extended or participated in by any Lender or Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate, advances the B/A Discount Rate or loans bythe BBSY Rate), (ii) subject any Lender or the Issuing Bank to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (dh) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other credit extended byobligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or Issuing Bank or the London interbank market or other relevant interbank market, any other acquisition of funds bycondition, cost or expense (other than Taxes) affecting this Agreement or Eurocurrency Loans, B/A Loans or BBSY Rate Loans made by such Lender which are not otherwise included in the determination or any Letter of the interest rate as calculated hereunder; Credit or participation therein, and the result of any of the foregoing is shall be to increase the cost to such Lender or Issuing Bank of making, renewing making or maintaining any Advance Eurocurrency Loan, B/A Loan or BBSY Rate Loan (or of maintaining its obligation to make any such Loan) or increase the cost to any Lender or Issuing Bank of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), in each case, by an amount receivable deemed by such Lender or Issuing Bank (acting reasonably) to be material, then, the Applicable Borrower will pay to such Lender or Issuing Bank, as the case may be, upon demand in respect thereof accordance with paragraph (c) below such additional amount or to reduce amounts as will compensate such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or Issuing Bank (acting reasonably) shall have determined that any Change in Law affecting such Lender or Issuing Bank or any lending office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender Lender’s or any Person controlling such Lender Issuing Bank’s holding company, if any, as it relates to credit facilities in the nature a consequence of that evidenced by this Agreement, thenthe Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender pursuant hereto, or the Letters of Credit issued by such Issuing Bank pursuant hereto, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy and liquidity) by an amount deemed by such Lender or Issuing Bank (acting reasonably) to be material, then from time to time in accordance with paragraph (c) below the Applicable Borrower shall pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such case, Borrowers shall promptly pay any additional reduction suffered.
(c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Applicable Borrower and shall be conclusive absent manifest error. The Applicable Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.
(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation for such additional cost any increased costs or reduced reduction in amounts received or receivable or reduced rate reduction in return on capital shall not constitute a waiver of return as determined by such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be under any obligation to compensate any Lender or Issuing Bank under paragraph (a) or (b) above with respect to this Agreement increased costs or Advances made hereunder. If a reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender becomes entitled or Issuing Bank knew or could reasonably have been expected to claim any additional amounts pursuant to this Section, it shall notify Borrowers through Credit Agent know of the event circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of which it has become so entitled and Borrowers such increased costs or reductions; provided further that the foregoing limitation shall pay such amount within 15 days thereafter. A certificate as not apply to any additional amount payable pursuant to increased costs or reductions arising out of the foregoing sentence containing the calculation thereof retroactive application of any Change in reasonable detail submitted by a Lender, through Credit Agent, to Borrowers Law within such 120 day period. The protection of this Section shall be conclusive available to each Lender and Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in the absence of manifest errorLaw that shall have occurred or been imposed.
Appears in 1 contract
Increased Costs; Capital Requirements. In the event any applicable law, order, regulation or directive issued by any governmental or monetary authority, or any change therein or in the governmental or judicial interpretation or application thereof, or compliance by any the Lender with any request or directive (whether or not having the force of law) by any governmental or monetary authority:
(a) Does or shall subject any the Lender to any tax of any kind whatsoever with respect to this Agreement or any Advances made hereunder, or change the basis of taxation on payments to such the Lender of principal, fees, interest or any other amount payable hereunder (except for change in the rate of tax on the overall gross or net income of such the Lender by the jurisdiction in which such Lender the Lender's principal office is located); or;
(b) Does or shall impose, modify or hold applicable any reserve, capital requirement, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, such any office of the Lender which are not otherwise included in the determination of the interest rate as calculated hereunder; and the result of any of the foregoing is to increase the cost to such the Lender of making, renewing or maintaining any Advance or to reduce any amount receivable in respect thereof or to reduce the rate of return on the capital of such the Lender or any Person controlling such the Lender as it relates to credit facilities in the nature of that evidenced by this Agreement, then, in any such case, the Borrowers shall promptly pay any additional amounts necessary to compensate such the Lender for such additional cost or reduced amounts receivable or reduced rate of return as determined by such the Lender with respect to this Agreement or Advances made hereunder. If a the Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall notify the Borrowers through Credit Agent in writing of the event by reason of which it has become so entitled and the Borrowers shall pay such amount within 15 fifteen (15) days thereafter. A certificate as to any additional amount payable pursuant to the foregoing sentence containing the calculation thereof in reasonable detail submitted by a Lender, through Credit Agent, the Lender to the Borrowers shall be conclusive in the absence of manifest error. The obligations of the Borrowers under this Section shall survive the payment of all other Obligations and the termination of this Agreement.
Appears in 1 contract
Samples: Warehousing Credit and Security Agreement (BNC Mortgage Inc)
