Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law): (i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located); (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or (iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder or a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction. (b) If any Indemnified Party shall have determined that the adoption after the date hereof of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. (c) The Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods. (d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 4 contracts
Samples: Transfer and Administration Agreement (United Stationers Inc), Transfer and Administration Agreement (United Stationers Inc), Transfer and Administration Agreement (United Stationers Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, (w) the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereofthereof (including, without limitation, any issuance pursuant to any Existing Law of any regulation that is not in effect on the date hereof or the compliance application or implementation of any Existing Law, whether or not in effect on the date hereof, with respect to any directive Indemnified Party), (x) any directive, guidance or request of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law), (y) the compliance of the Indemnified Party with, or the application or implementation by the Indemnified Party of, any of the foregoing subclauses (w) or (x), or (z) any change as determined in the reasonable discretion of the Indemnified Party after the date hereof, in the compliance of the Indemnified Party with, or the application or implementation by the Indemnified Party of, any Existing Law (a “Change in Law”):
(i) shall subject any Indemnified Party (or its applicable lending office) to any taxTaxes, duty or other charge (other than Taxes which are covered by Section 9.4 or Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded for Taxes which are covered by Section 9.4, and for the imposition or changes in the rate of general corporate, franchise, net income or other income tax any Excluded Tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);; or
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset InterestInterest (other than reserves already taken into account in calculating the Eurodollar Reserve Percentage); or
(iii) imposes shall impose upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing, but excluding Taxes and Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder or under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset Interests, ; and the result of any of the foregoing is to increase the cost to to, or to reduce the amount of any sum received or receivable by by, such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases Investments hereunder or under a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within on the next Settlement Date occurring at least ten (10) days after the demand in writing by such Indemnified Party through the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, (i) the adoption of any applicable Law or Law, bank regulatory guideline regarding capital adequacyadequacy or liquidity requirements, or generally accepted accounting standard, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or (including, without limitation, any issuance pursuant to any Existing Law of any regulation that is not in effect on the date hereof), (ii) any guidance, request or directive regarding capital adequacy or liquidity requirements (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, or (iii) the compliance of the Indemnified Party with, or the application or implementation by the Indemnified Party of, any of the foregoing subclauses (i) or (ii), or (iii) any change as determined in the reasonable discretion of the Indemnified Party, after the date hereof, in the compliance of the Indemnified Party with, or the application or implementation by the Indemnified Party of, any Existing Law, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoptionthe occurrences described in the foregoing subclauses (i), change, request (ii) or directive (iii) (taking into consideration its policies with respect to capital adequacyadequacy or liquidity requirements) by an amount deemed by such Indemnified Party to be material, then from time to time, within on the next Settlement Date occurring at least ten (10) days after demand demand, in writing the form of a notice as set forth in clause (c) below, by such Indemnified Party through the Agent or the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall promptly Each Indemnified Party shall, as soon as practicable, notify the SPV in writing of any event of which it has knowledge, occurring after the date hereof, hereof for which will entitle an such Indemnified Party to will or will likely seek compensation pursuant to this Section 9.29.3; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or a Managing Agent on behalf of the applicable Indemnified Party claiming compensation under this Section 9.3 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methodsmethods and shall have applied consistent return metrics to other similarly situated Persons (after consideration of, among other things, factors including facility pricing, structure, usage patterns, capital treatment and relationship) with respect to such amount and compensation. Any demand for compensation under this Section 9.3 shall be accompanied by a certificate as to the amount requested which shall set forth a reasonably detailed calculation for such requested amount. Notwithstanding anything in this Agreement to the contrary, the SPV shall not be obligated to make any payment to any Indemnified Party under this Section 9.3 for any period prior to the date on which such Indemnified Party gives written notice to the SPV of its intent to request such payment under this Section 9.3.
(d) Anything in this Section 9.2 Notwithstanding anything herein to the contrary notwithstandingcontrary, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts indemnity payable under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided 9.3 shall be payable by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to in accordance with the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costspriority of payments in Section 2.12.
Appears in 3 contracts
Samples: Transfer and Administration Agreement (Greif, Inc), Transfer and Administration Agreement (Greif, Inc), Transfer and Administration Agreement (Greif Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any law, bank regulatory guideline or directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider pursuant to Program Support Agreement or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party is organized or in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider pursuant to a Program Support Agreement or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider pursuant to a Program Support Agreement or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunderhereunder or under a Program Support Agreement, the funding of any purchases hereunder or a Program Support Agreement, Agreement or the provision of credit or liquidity under a Program Support Agreement by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Administrative Agent, the SPV shall pay to the Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof (i) the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any clarification or change after the hereof in the interpretation or administration thereof by any Official Body, or (ii) any request request, guidance or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, or (iii) the compliance, application or implementation by the Indemnified Party of any of the foregoing (i) or (ii) or any existing applicable Law or bank regulatory guideline regarding capital adequacy has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or under a Program Support Agreement or with respect hereto or thereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoptionany of the occurrences set forth in the foregoing (i), change, request (ii) or directive (iii) (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Administrative Agent, the SPV shall pay to the Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. The amounts due and payable to an Indemnified Party under this Section shall be considered Aggregate Unpaids.
(c) The applicable Funding Agent shall promptly notify the SPV and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the such Funding Agent or the applicable Indemnified Party claiming compensation under this Section 9.2 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the such Funding Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the any Originator or the Master Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the any Originator or the Master Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 3 contracts
Samples: Transfer and Administration Agreement (Arrow Electronics Inc), Transfer and Administration Agreement (Arrow Electronics Inc), Transfer and Administration Agreement (Arrow Electronics Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, Transferred Interest or the ownership, maintenance or financing of the Asset Interest Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Liquidity Provider Agreement or the credit or liquidity support provided by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, Transferred Interest or the ownership, maintenance or financing of the Asset InterestReceivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, Transferred Interest or the ownership, maintenance or financing of the Asset InterestsReceivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing any portion of the Asset Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, a Liquidity Provider Agreement or a Program Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Administrative Agent, the SPV Transferor shall pay to the Administrative Agent, for the benefit of such Indemnified Party, Party such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductioncost.
(b) If any Indemnified Party shall have determined that the adoption that(i) after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, or (ii) any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board or any application of such standard or of any interpretation thereof, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request request, directive, interpretation or directive application (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Administrative Agent, the SPV Transferor shall pay to the Administrative Agent, for the benefit of such Indemnified Party, Party such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 2 contracts
Samples: Transfer and Administration Agreement (Tech Data Corp), Transfer and Administration Agreement (Tech Data Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law Governmental Rule or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law Governmental Rule or bank regulatory guideline by any Official Body Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of LawGovernmental Rule):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty duty, deduction or other charge (other than Excluded Taxes) with respect to this Agreementthe Receivables, the Class A Note, this Note Purchase Agreement or the other Transaction Series Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunderthereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest thereof (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax (including by means of withholding) imposed on such Indemnified Party by the United States of America, the jurisdiction in which such Indemnified Party’s principal executive office is locatedlocated or any other jurisdiction in which the Indemnified Party would be subject to such tax even if the transactions contemplated by this Note Purchase Agreement had not occurred);; or
(ii) shall impose, modify or deem applicable any reserve, capital, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting the Receivables, the Class A Note, this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, Series Documents or payments of amounts due hereunder or its obligation thereunder (including with respect to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestEurocurrency liability reserves); or
(iii) imposes upon any Indemnified Party any other condition cost or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoingforegoing if such a contest is requested by the Applicable Indemnifying Party) with respect to this Agreementthe Receivables, the other Transaction DocumentsClass A Note, the ownership, maintenance or financing of the Asset Interest, any Series Document or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, thereunder; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by payments to such Indemnified Party with respect to the Receivables, the Class A Note, this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance Series Documents or financing payments of the Asset Interest, the Receivables, amounts due thereunder or the obligations hereunder, thereunder or the funding of any purchases hereunder or a Program Support Agreement(including Incremental Fundings) with respect thereto by any Purchaser, by an amount deemed by such Indemnified Party to be material, thenthen the Transferor agrees to pay such Indemnified Party, within ten (10) 10 days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductionreduced payments.
(b) If any Indemnified Party shall have determined that the adoption that, after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official BodyGovernmental Authority, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official BodyGovernmental Authority, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to timetime the Transferor agrees to pay such Indemnified Party, within ten (10) 10 days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of any such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent Any Indemnified Party who makes a demand for payment of increased costs or capital pursuant to Section 9.04(a) or (b) shall promptly notify deliver to the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and Transferor a certificate setting forth in reasonable detail the additional amount computation of such increased costs or amounts to be paid to it hereunder shall be conclusive in capital and specifying the basis therefor. In the absence of manifest error, such Note shall be conclusive and binding for all purposes. In determining such amount, the Agent or any applicable Each Indemnified Party may shall use reasonable efforts to mitigate the effect upon the Transferor of any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one such increased costs or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPVcapital requirements; provided, however, that if such Additional Costs are attributable it shall not be obligated to take any action that it determines would be disadvantageous to it or inconsistent with its policies. No Indemnified Party shall be permitted to recover any additional or increased cost or reduction described in this Section 9.04 on a retroactive basis for a period of time that is more than ninety (90) days prior to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable delivery of a notice to the SPV, the Originator Transferor that such additional or the Servicer, such Other SPVs shall be solely liable for such Additional Costsincreased cost or reduction has commenced accruing or been incurred.
Appears in 2 contracts
Samples: Note Purchase Agreement (Nordstrom Inc), Note Purchase Agreement (Nordstrom Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes, as defined below) with respect to this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset InterestNet Investment, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset InterestNet Investment, or payments of amounts due hereunder or its obligation to advance funds hereunder, under either directly or through a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset Interest Net Investment (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset InterestNet Investment, or payments of amounts due hereunder or its obligation to advance funds hereunder, under either directly or through a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset InterestNet Investment; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset InterestAffected Assets or Net Investment, or payments of amounts due hereunder or its obligation to advance funds hereunder under funds, either directly or through a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset InterestsNet Investment, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset InterestNet Investment, the ReceivablesAccounts, the obligations hereunder, the funding of any purchases Loans hereunder or a through Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the related Managing Agent, the SPV Borrower shall pay to the related Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official BodyGovernmental Authority, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official BodyGovernmental Authority, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (and in the case of the Lender, any Program Support Provider) (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (and in the case of the Lenders, any Program Support Provider) (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the related Managing Agent, the SPV Borrower shall pay to the related Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (and in the case of the Lenders, any Program Support Provider) (or its parent) for such reduction. For the avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 7.2(b).
(c) The Agent shall promptly notify the SPV Borrower in writing of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.27.2; provided that no failure to give or any delay in giving such notice (so long as such notice is given before the day which is one day and a year after the payment in full of all outstanding Commercial Paper of the Lenders or other Indebtedness of the Lenders) shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods. The Indemnified Party shall provide the Borrower with reasonably detailed calculations supporting such amounts.
(d) Anything in this Section 9.2 7.2 to the contrary notwithstanding, if any Conduit Investor Lender enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor Lender shall allocate the liability for any amounts under this Section 9.2 7.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV Borrower and each Other SPVTransferor; provided, however, that if such Additional Costs are attributable to the SPVBorrower, the Originator, any Eligible Originator or the Master Servicer and not attributable to any Other SPVTransferor, the SPV Borrower shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs Transferors and not attributable to the SPVBorrower, the Originator or the Master Servicer, such Other SPVs Transferors shall be solely liable for such Additional Costs. The Lender shall provide the Borrower with written notice of any such Additional Costs accompanied by reasonably detailed calculations supporting such Additional Costs.
Appears in 2 contracts
Samples: Variable Funding Loan Agreement (Walter Industries Inc /New/), Variable Funding Loan Agreement (Walter Industries Inc /New/)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change Change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law)::
(i) shall subject any Indemnified Party (or its applicable lending office) to any taxTaxes, duty or other charge (other than Taxes which are covered by Section 9.4 or Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestPortfolio, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestPortfolio, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest Portfolio (except Excluded for Taxes which are covered by Section 9.4, and for the imposition or changes in the rate of general corporate, franchise, net income or other income tax any Excluded Tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestPortfolio, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset InterestPortfolio (other than reserves already taken into account in calculating the Eurodollar Reserve Percentage); or
(iii) imposes shall impose upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing, but excluding Taxes and Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestPortfolio, or payments of amounts due hereunder or its obligation to advance funds hereunder or under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset InterestsPortfolio, and the result of any of the foregoing is to increase the cost to to, or to reduce the amount of any sum received or receivable by by, such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestPortfolio, the Receivables, the obligations hereunder, the funding of any purchases Investments hereunder or under a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within on the Settlement Date occurring at least ten (10) days after the demand in writing by such Indemnified Party through the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductionreduction suffered.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof Change in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official BodyLaw, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive Change in Law (taking into consideration its policies with respect to capital adequacyadequacy and liquidity) by an amount deemed by such Indemnified Party to be materialmaterial or requiring such Indemnified Party to maintain additional high quality liquid assets, then from time to time, within on the Settlement Date occurring at least ten (10) days after demand demand, in writing the form of a notice as set forth in clause (c) below, by such Indemnified Party through the Agent or the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reductionreduction or any internally determined imputed cost of maintaining such high quality liquid assets, as applicable.
(c) The Agent Each Indemnified Party shall promptly notify the SPV in writing of any event of which it has knowledge, occurring after the date hereof, which will entitle an such Indemnified Party to compensation pursuant to this Section 9.29.3; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensationcompensation (unless such failure or delay has the effect of materially increasing the amount of such compensation payable hereunder, in which case such increased amount shall not be payable). A notice by the Agent or a Managing Agent on behalf of the applicable Indemnified Party claiming compensation under this Section 9.3 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods. Any demand for compensation under this Section 9.3 shall be accompanied by a certificate as to the amount requested which shall set forth a reasonably detailed calculation for such requested amount. Notwithstanding anything in this Agreement to the contrary, the SPV shall not be obligated to make any payment to any Indemnified Party under this Section 9.3 for any period more than one hundred eighty (180) days prior to the date on which such Indemnified Party gives written notice to the SPV of its intent to request such payment under this Section 9.3.
(d) Anything in this Section 9.2 Notwithstanding anything herein to the contrary notwithstandingcontrary, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts indemnity payable under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided 9.3 shall be payable by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to in accordance with the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costspriority of payments in Section 2.12.
Appears in 2 contracts
Samples: Canadian Transfer and Administration Agreement (Colliers International Group Inc.), Transfer and Administration Agreement (Colliers International Group Inc.)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law Law, accounting principle, or bank regulatory guideline or any amendment amendment, change or change clarification in the administration, interpretation or application of any existing or future Law Law, accounting principle, or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive or guidance of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any taxTax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider Liquidity Agreement, or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or income, other income tax or tax based on capital, net worth or comparable basis of measurement imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Liquidity Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder hereunder, under a Program Support Liquidity Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, or under a Program Support Liquidity Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Administrative Agent, the SPV shall pay to the Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Administrative Agent, the SPV shall pay to the Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Administrative Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; : provided that no failure to give or any delay in giving such notice shall not affect the Indemnified Party’s right to receive such compensation. A notice by the Administrative Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 1.3. Schedule II to the contrary notwithstanding, if any Conduit Investor enters into agreements for Transfer and Administration Agreement is hereby deleted in its entirety and replaced with the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under new Schedule II attached to this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional CostsAmendment as Exhibit A hereto.
Appears in 2 contracts
Samples: Transfer and Administration Agreement, Transfer and Administration Agreement (Norfolk Southern Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline Bank Regulatory Guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline Bank Regulatory Guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guidelineBank Regulatory Guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, assessment, fee, insurance charge, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, hereunder under a Program Support Liquidity Provider Agreement or the credit or liquidity support provided by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestTransferred Interest or the Receivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider or otherwise in respect of to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestsTransferred Interests or the Receivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, a Liquidity Provider Agreement or a Program Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the any Administrative Agent, the SPV Transferor shall pay to the Agent, such Administrative Agent for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such tax, increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 2 contracts
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA), Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Indemnity for Taxes, Reserves and Expenses. (a) If after ------------------------------------------ the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, Transferred Interest or the ownership, maintenance or financing of the Asset Interest Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support provided by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, Transferred Interest or the ownership, maintenance or financing of the Asset InterestReceivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, Transferred Interests or the ownership, maintenance or financing of the Asset InterestsReceivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, the Liquidity Provider Agreement or a Program the Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor or CompuCom shall pay to the Agent, for the benefit of such Indemnified Party, Agent such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor and CompuCom shall pay to the Agent, for the benefit of such Indemnified Party, Agent such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall will promptly notify each of the SPV Transferor and CompuCom of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensationSection. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it on behalf of an Indemnified Party hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or and any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 8.2 to the contrary notwithstanding, if any Conduit Investor the Company enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor the Company shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or 8.2 incurred by the credit or liquidity support provided by a Program Support Provider Company (“Additional "Section 8.2 Costs”") to the SPV Transferor and CompuCom and each Other SPVTransferor; ------------------- and provided, howeverfurther, that if such Additional Section 8.2 Costs are attributable to the SPV, the Originator or the Servicer -------- ------- Transferor and CompuCom and not attributable to any Other SPVTransferor, the SPV Transferor and CompuCom shall be solely liable for such Additional Section 8.2 Costs or if such Additional Section 8.2 Costs are attributable to Other SPVs Transferors and not attributable to the SPV, the Originator or the ServicerTransferor and CompuCom, such Other SPVs Transferors shall be solely liable for such Additional Costs.Section 8.2
Appears in 2 contracts
Samples: Transfer and Administration Agreement (Compucom Systems Inc), Transfer and Administration Agreement (Safeguard Scientifics Inc Et Al)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the 48 ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, hereunder under a Program Support Liquidity Provider Agreement or the credit or liquidity support provided by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestTransferred Interest or the Receivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider or otherwise in respect of to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestsTransferred Interests or the Receivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, a Liquidity Provider Agreement or a Program Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the any Administrative Agent, the SPV Transferor shall pay to the Agent, such Administrative Agent for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such tax, increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacyadequacy or accounting principles, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the each case of any bank regulatory guidelineguideline or accounting principles, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto or otherwise as a consequence of the transactions contemplated hereby to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the any Administrative Agent, the SPV Transferor shall pay to the such Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 8.2(b).
(c) The Each Administrative Agent shall will promptly notify the SPV Transferor of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation8.2. A notice by the an Administrative Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the such Administrative Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 8.2 to the contrary notwithstanding, if any a Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 8.2 which are in connection with a Program Credit Support Agreement or the credit or liquidity support provided by a Program the Credit Support Provider (“Additional Section 8.2 Costs”) to the SPV Transferor and each Other SPVTransferor; provided, however, that if such Additional Section 8.2 Costs are attributable to the SPV, the Originator or the Servicer any Parent Group Member and not attributable to any Other SPVTransferor, the SPV Transferor shall be solely liable for such Additional Section 8.2 Costs or if such Additional Section 8.2 Costs are attributable to Other SPVs Transferors and not attributable to the SPV, the Originator or the Servicerany Parent Group Member, such Other SPVs Transferors shall be solely liable for such Additional Section 8.2 Costs.
(e) If any Indemnified Party in a Related Group makes a claim for payment pursuant to this Section 8.2, then the Transferor may, at its option, remove such Related Group and terminate the Commitments of the Investors in such Related Group by paying to the Administrative Agent for such Related Group an amount (the “Payoff Amount”) equal to the sum of (i) the portion of the Net Investment funded by the Investors in such Related Group, (ii) all Discount accrued and to accrue thereon through the last day of the applicable Yield Period(s) to which such Net Investment has been allocated and (iii) all other Aggregate Unpaids owing to the members of such Related Group under the Transaction Documents accrued through the date of such payment (including, without limitation, amounts payable pursuant to this Section 8.2 accrued through the date of payment). Any such removal and termination shall be made upon not less than five (5) Business Days notice delivered by the Transferor to the applicable Administrative Agent. The Payoff Amount for any Related Group shall be calculated by the 49 Administrative Agent and notified to the Transferor, which calculation shall be conclusive and binding absent manifest error. Upon such removal and termination, (x) the members of such Related Group shall cease to be parties to this Agreement and the Commitments of all Bank Investors in such Related Group shall be reduced to zero, (y) the Facility Limit will be reduced by an amount equal to the Commitments (determined immediately prior to such termination) of the Bank Investors, in such Related Group and (z) the Maximum Net Investment shall be reduced to 98% of the Facility Limit (determined after giving effect to the reduction thereof as described above).
Appears in 2 contracts
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA), Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, (x) any Regulatory Change or (y) the adoption of any Law or bank regulatory applicable law, rule, standard, guideline or regulation by any amendment Official Body or any amendment, clarification or change in the administrationinterpretation, interpretation administration or application implementation of any existing or future Law applicable law, rule, standard, guideline or bank regulatory guideline regulation by any Official Body charged with the administration, interpretation or application thereofthereof or the compliance with, or the compliance with application or implementation of, any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):Governmental Rule) by any Indemnified Party:
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty duty, deduction or other charge (other than Excluded Taxes) with respect to this Agreementthe Dealer Notes, the other Transaction DocumentsSeries 2012-VFN Note, the ownership, maintenance or financing of the Asset Interest, any Series Document or payments of amounts due hereunderthereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest thereof (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax (including by means of withholding) imposed on such Indemnified Party by the United States of America, the jurisdiction in which such Indemnified Party’s principal executive office is locatedlocated or any other jurisdiction in which the Indemnified Party would be subject to such tax even if the transactions contemplated by this Agreement had not occurred);; or
(ii) shall impose, modify or deem applicable any reserve, capital, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction DocumentsDealer Notes, the ownership, maintenance or financing of the Asset InterestSeries 2012-VFN Notes, any Series Document or payments of amounts due hereunder or its obligation thereunder (including with respect to Eurocurrency liability reserves) or any commitment to advance funds hereunder, hereunder or under a any Asset Purchase Agreement or Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or
(iii) imposes shall impose upon any Indemnified Party any other condition cost or expense (including any including, without limitation, loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoingforegoing if such a contest is requested by the Applicable Indemnifying Party) with respect to this Agreementthe Dealer Notes, the other Transaction DocumentsSeries 2012-VFN Note, the ownership, maintenance or financing of the Asset Interest, any Series Document or payments of amounts due hereunder or its obligation thereunder or any commitment to advance funds hereunder or under a any Asset Purchase Agreement or Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, ; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by payments to such Indemnified Party with respect to this Agreementthe Dealer Notes, the other Transaction DocumentsSeries 2012-VFN Note, the ownership, maintenance any Series Document or financing payments of the Asset Interest, the Receivables, amounts due thereunder or the obligations hereunder, thereunder or the funding of any purchases hereunder or a Program Support Agreement(including Incremental Fundings) with respect thereto by any Purchaser, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by then such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductionreduced payments shall be payable to such Indemnified Party in accordance with Section 9.05(c).
(b) If any Indemnified Party shall have determined that the adoption that, after the date hereof hereof, (x) any Regulatory Change or (y) the adoption of any applicable Law law, rule, standard or bank regulatory guideline regulation by any Official Body regarding or related to capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request request, guidance or directive regarding or related to capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of lawa Governmental Rule) of any such Official Body, or compliance with any of the foregoing, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence result of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (or compliance therewith) (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reductionreduction shall be payable to such Indemnified Party in accordance with Section 9.05(c).
(c) The Agent Each of the following shall constitute a “Regulatory Change” for purposes of Sections 9.04(a) and (b), regardless of the date enacted, adopted or issued:
(i) the final rule titled “Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues,” adopted by the United States bank regulatory agencies on December 15, 2009 (the “FAS 166/167 Capital Guidelines”);
(ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act;
(iii) the revised Basel Accord prepared by the Basel Committee on Banking Supervision as set out in the publication entitled “Basel II: International Convergence of Capital Measurements and Capital Standards: A Revised Framework,” as updated from time to time (“Basel II”) and the publication entitled “Basel III: A global regulatory framework for more resilient banks and banking systems,” as updated from time to time (“Basel III”);
(iv) Article 122a of Directive 2006/48/EC of the European Parliament and the Council of the European Union (“Article 122a”); or
(v) any implementing rules, regulations, guidance, interpretations or directives from any Official Body relating to the FAS 166/167 Capital Guidelines, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, Basel II, Basel III or Article 122a (whether or not having the force of law).
(d) Any Indemnified Party who makes a demand for payment of increased costs or capital pursuant to Section 9.04(a) or (b) shall promptly notify deliver to the SPV Transferor a certificate setting forth in reasonable detail the computation of such increased costs or capital and specifying the basis therefor. In the absence of manifest error, such certificate shall be conclusive and binding for all purposes. Each Indemnified Party shall use reasonable efforts to mitigate the effect upon of any event such increased costs or capital requirements; provided, it shall not be obligated to take any action that it determines would be disadvantageous to it or inconsistent with its policies. Failure or delay on the part of which it has knowledge, occurring after the date hereof, which will entitle an any Indemnified Party to compensation demand amounts pursuant to this Section 9.2; provided that no failure to give 9.04(a) or any delay in giving (b) shall not constitute a waiver of such notice shall affect the Indemnified Party’s right to receive demand such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPVamounts; provided, however, that if such Additional Costs are attributable no payments pursuant to Article III of the Indenture Supplement nor payments by the Transferor or NFC shall be required to compensate any Indemnified Party pursuant to Section 9.04(a) or (b) for amounts incurred more than 120 days prior to the SPVdate on which such Indemnified Party makes written demand therefor; provided, however that, if the Originator circumstances giving rise to such demand under Section 9.04(a) or the Servicer and not attributable to any Other SPV(b) have a retroactive effect, the SPV then such 120 day period shall be solely liable for extended to include the period of such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costsretroactive effect.
Appears in 2 contracts
Samples: Note Purchase Agreement (Navistar International Corp), Note Purchase Agreement (Navistar International Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge tax of any kind whatsoever with respect to the Facility Documents (other than Excluded Taxes) with respect to this the Credit Agreement), the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, Transferred Assets or payments of amounts due hereunder, hereunder (excluding income taxes) or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest thereof (except Excluded Taxes and for changes in the rate of general corporate, franchise, net excluding income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is locatedtaxes);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to or to reduce the such Indemnified Party, by an amount of any sum received or receivable by which such Indemnified Party with respect deems to this Agreementbe material, of entering, continuing or maintaining any Facility Document or the other Transaction Documents, the ownership, maintenance Transferred Assets or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder or a Program Support Agreementto reduce any amount due or owing hereunder in respect thereof, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by shall notify the Seller. The Seller shall promptly pay such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as calculated by such Indemnified Party in good faith as will compensate such Indemnified Party for such increased cost or reductionreduced amount receivable; provided that such compensation will be limited to (A) the period commencing not more than 120 days prior to the date of such notification or (B) any longer period of retroactive effect of any such adoption, change or requirement for compliance if such notification is given 120 days or less after such adoption, change or requirement for compliance.
(b) [Reserved].
(c) If any Indemnified Party becomes entitled to claim any additional amounts pursuant to this Section, it shall have determined that promptly notify the adoption after Seller of the date hereof event by reason of which it has become so entitled. A certificate as to any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto additional amounts payable pursuant to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed this Section submitted by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder Seller shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in Each Indemnified Party shall use good faith efforts to reduce or eliminate any claim for indemnity pursuant to this Section 9.2 8.02; provided that no Indemnified Party shall be obligated to the contrary notwithstanding, if take any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, action which would subject such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable Indemnified Party to any Other SPV, the SPV shall unreimbursed cost or expense or which would otherwise be solely liable for disadvantageous to such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional CostsIndemnified Party.
Appears in 2 contracts
Samples: Purchase and Contribution Agreement (Edison Schools Inc), Purchase and Contribution Agreement (Edison Schools Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation interpre tation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i1) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNote, maintenance or financing of the Asset InterestNet Investment, the Collateral or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction DocumentsNote, the ownershipNet Investment, maintenance or financing of the Asset Interest, Collateral or payments of amounts due hereunder or its obligation to advance funds hereunderunder the Liquidity Provider Agreement, under a Program the Credit Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNote, maintenance the Net Investment or financing of the Asset Interest Collateral (except Excluded Taxes and for changes in the rate of federal, state or local general corporate, franchise, net income or other income or similar tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);; or
(ii2) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNote, maintenance or financing of the Asset InterestNet Investment, the Collateral or payments of amounts due hereunder or its obligation to advance funds hereunderunder the Liquidity Provider Agreement, under a Program the Credit Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction DocumentsNote, the ownership, maintenance Net Investment or financing of the Asset Interest; orCollateral;
(iii3) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNote, maintenance or financing of the Asset InterestNet Investment, the Collateral or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider Agreement or otherwise in respect of this Agreement, the other Transaction DocumentsNote, the ownership, maintenance Net Investment or financing of the Asset Interests, Collateral; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction DocumentsSecurity Agreement, the ownership, maintenance or financing of the Asset InterestNote, the ReceivablesNet Investment, the Collateral, the obligations hereunder, the funding of any purchases hereunder hereunder, the Liquidity Provider Agreement or a Program the Credit Support Agreement, by an amount reasonably deemed by such Indemnified Party to be material, then, then within ten (10) 10 days after demand in writing by such Indemnified Party through the Agent, the SPV Issuer shall pay to the Agent, for the benefit of such Indemnified Party, Agent such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductionprovided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date the Agent first notifies the Issuer of its intention to demand compensation therefor under this Section 4.2(a).
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Indemnified Party to be material, then from time to time, within ten (10) 10 days after demand in writing by such Indemnified Party through the Agent, the SPV Issuer shall pay to the Agent, for the benefit of such Indemnified Party, Agent such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction; provided that no such amount shall be payable with respect to any period commencing less than 30 days after the date the Agent first notifies the Issuer of its intention to demand compensa tion under this Section 4.2(b).
(c) The Agent shall or the Company will promptly notify the SPV Issuer of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation4.2. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 4.2 to the contrary notwithstandingnotwith standing, if any Conduit Investor the Company enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor the Company shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider 4.2 (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs."
Appears in 2 contracts
Samples: Note Purchase Agreement (Union Acceptance Corp), Note Purchase Agreement (Union Acceptance Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If If, after the Closing Datedate hereof, the adoption of any Law law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law law or bank regulatory guideline by any Official Body Governmental Entity charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Official Body Governmental Entity (in the case of any bank regulatory guideline, whether or not having the force of Lawlaw):
(ia) shall subject subjects any Indemnified Affected Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) tax of any kind with respect to this Agreement, Agreement or the other Transaction Documents, the ownership, maintenance Term Notes or financing of the Asset Interest, or payments of amounts due hereunder, or shall change changes the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation thereunder or with respect to advance funds hereunder, under a Program Support this Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect any of this Agreement, the other Transaction Loan Documents, the ownership(including, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of without limitation, any sales, gross receipts, general corporate, franchisepersonal property, net income privilege or other income license taxes, and including claims, losses and liabilities arising from any failure to pay or delay in paying any such tax imposed on (unless such Indemnified Party failure or delay results solely from such Affected Party's negligence or willful misconduct), but excluding (i) Taxes and Other Taxes covered by Section 2.9 and (ii) any taxes, levies, imposts, deductions, charges or withholding specifically excluded under Section 2.9(a) (it being understood that, notwithstanding the jurisdiction in which foregoing, if any payment obligation results from the application of this Section 10.5(a), then the provisions of Section 2.9(f) or 2.9(i) would apply to such Indemnified Party’s principal executive office is locatedextent);
(iib) shall imposeimposes, modify modifies or deem deems applicable any reservereserve (including, without limitation, any reserve imposed by the Board), special deposit or similar requirement (including any such requirement imposed by the Board of Governors against assets of the Federal Reserve System) against assets ofBorrower held by, credit to the Borrower extended by, deposits of the Borrower with or for the account of, or credit extended other acquisition of funds of the Borrower by, any Indemnified Party Affected Party;
(c) shall change the amount of capital maintained or shall impose on any Indemnified Party requested or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation directed to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided be maintained by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interestan Affected Party; or
(iiid) imposes upon any Indemnified an Affected Party any other condition or expense (including any including, without limitation, (i) loss of margin, reasonable margin and (ii) attorneys’ ' fees and expenses, expenses incurred by officers or employees of an Affected Party (or any successor thereto) and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, Agreement or any of the other Transaction Documents, Loan Documents or the ownershippurchase, maintenance or financing funding of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished Loans by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interestsan Affected Party, and the result of any of the foregoing is to increase the cost to or to to, reduce the amount income receivable by, reduce the rate of return on capital of, or impose any sum received or receivable by such Indemnified expense (including loss of margin) upon, an Affected Party with respect to this Agreement, any of the other Transaction Loan Documents, the ownership, maintenance obligations hereunder or financing thereunder or the funding of the Asset Interest, the Receivables, the obligations Loans hereunder, the funding Affected Party may notify the Borrower of any purchases hereunder the amount of such increase, reduction, or a Program Support Agreementimposition, by an amount deemed by such Indemnified Party and the Borrower hereby agrees to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for Affected Party the benefit of such Indemnified Party, such additional amount or amounts as will the Affected Party deems necessary to compensate such Indemnified the Affected Party for such increased cost increase, reduction or reduction.
(b) If any Indemnified Party imposition which determination shall have determined that be conclusive. Such amounts shall be due and payable by the adoption after the date hereof of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) Borrower 15 days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methodsis given.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 2 contracts
Samples: Term Loan Agreement (Crown Castle International Corp), Term Loan Agreement (Crown Castle International Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending officeApplicable Lending Office) to any tax, duty or other charge (other than Excluded Taxes, as defined below) with respect to this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset InterestNet Investment, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset InterestNet Investment, or payments of amounts due hereunder or its obligation to advance funds hereunder, under either directly or through a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset Interest Net Investment (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset InterestNet Investment, or payments of amounts due hereunder or its obligation to advance funds hereunder, under either directly or through a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset InterestNet Investment; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset InterestAffected Assets or Net Investment, or payments of amounts due hereunder or its obligation to advance funds hereunder under funds, either directly or through a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset InterestsNet Investment, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset InterestNet Investment, the ReceivablesAccounts, the obligations hereunder, the funding of any purchases Loans hereunder or a through Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Borrower shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official BodyGovernmental Authority, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official BodyGovernmental Authority, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (and in the case of the Lender, any Program Support Provider) (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (and in the case of the Lender, any Program Support Provider) (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Borrower shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (and in the case of the Lender, any Program Support Provider) (or its parent) for such reduction. For the avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 7.2(b).
(c) The Agent shall promptly notify the SPV Borrower in writing of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.27.2; provided that no failure to give or any delay in giving such notice (so long as such notice is given before the day which is one day and a year after the payment in full of all outstanding Commercial Paper of the Lender or other Indebtedness of the Lender) shall affect the Indemnified Party’s 's right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods. The Indemnified Party shall provide the Borrower with reasonably detailed calculations supporting such amounts.
(d) Anything in this Section 9.2 7.2 to the contrary notwithstanding, if any Conduit Investor the Lender enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor the Lender shall allocate the liability for any amounts under this Section 9.2 7.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“"Additional Costs”") to the SPV Borrower and each Other SPVTransferor; provided, however, that if such Additional Costs are attributable to the SPVBorrower, the Originator Originator, any Eligible Originator, the Master Servicer or the Back-up Servicer and not attributable to any Other SPVTransferor, the SPV Borrower shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs Transferors and not attributable to the SPVBorrower, the Originator - 33 - Originator, the Master Servicer or the Back-up Servicer, such Other SPVs Transferors shall be solely liable for such Additional Costs. The Lender shall provide the Borrower with written notice of any such Additional Costs accompanied by reasonably detailed calculations supporting such Additional Costs.
Appears in 1 contract
Samples: Variable Funding Loan Agreement (Walter Industries Inc /New/)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i1) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded TaxesTaxes (as defined in Section 4.4 hereof)) with respect to this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNote, maintenance or financing of the Asset InterestNet Investment, the Collateral or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction DocumentsNet Investment, the ownershipCollateral, the maintenance or financing of the Asset Interest, Note or payments of amounts due hereunder or its obligation to advance funds hereunderunder the Liquidity Provider Agreement, under a Program the Credit Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction DocumentsSecurity Agreement, the ownership, Net Investment the Collateral or the maintenance or financing of the Asset Interest Note or any interest therein (except Excluded Taxes and for changes in the rate of federal, state or local general corporate, franchise, net income or other income or similar tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii2) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNet Investment, the Collateral, the maintenance or financing of the Asset Interest, Note or any interest therein or payments of amounts due hereunder or its obligation to advance funds hereunderunder the Liquidity Provider Agreement, under a Program the Credit Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction DocumentsNet Investment, the ownership, Collateral or the maintenance or financing of the Asset InterestNote; or
(iii3) imposes upon any Indemnified Party any other condition or expense (including including, without limitation, any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNet Investment, the Collateral, the maintenance or financing of the Asset Interest, Note (or any interest therein) or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider Agreement or otherwise in respect of this Agreement, the other Transaction DocumentsNet Investment, the ownership, Collateral or the maintenance or financing of the Asset Interests, Note; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction DocumentsSecurity Agreement, the ownership, maintenance or financing of the Asset InterestNote, the ReceivablesNet Investment, the Collateral, the obligations hereunder, the funding of any purchases hereunder hereunder, the Liquidity Provider Agreement or a Program the Credit Support Agreement, by an amount reasonably deemed by such Indemnified Party to be material, then, then within ten (10) 10 days after demand in writing by such Indemnified Party through the Agent, either the SPV Issuer or AmeriCredit shall pay to the Agent, for the benefit of such Indemnified Party, Agent such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Indemnified Party to be material, then from time to time, within ten (10) 10 days after demand in writing by such Indemnified Party through the Agent, either the SPV Issuer or AmeriCredit shall pay to the Agent, for the benefit of such Indemnified Party, Agent such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall or the Company will promptly notify the SPV Issuer and AmeriCredit of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation4.2. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 4.2 to the contrary notwithstanding, if any Conduit Investor the Company enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor the Company shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider 4.2 (“Additional Section 4.2 Costs”) ratably to the SPV Issuer and AmeriCredit and each Other SPVTransferor; provided, however, that if such Additional Section 4.2 Costs are attributable to the SPV, the Originator or the Servicer Issuer and not attributable to any Other SPVTransferor, the SPV Issuer and AmeriCredit shall be liable for the full amount of such Section 4.2 Costs or if such Section 4.2 Costs are attributable to Other Transferors and not attributable to the Issuer, such Other Transferors shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Section 4.2 Costs.
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law law or bank regulatory guideline by any Official Body Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of Lawlaw):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction DocumentsPrincipal Agreements, the ownership, maintenance or financing of any interest in the Asset InterestNet Investment, the Mortgage Loans or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction DocumentsPrincipal Agreements, the ownership, maintenance or financing of any interest in the Asset InterestNet Investment, the Mortgage Loans or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Liquidity Provider Agreement or a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);; or
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction DocumentsPrincipal Agreements, the ownership, maintenance or financing of any interest in the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this AgreementNet Investment, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, Mortgage Loans or payments of amounts due hereunder or its obligation to advance funds hereunder under a Liquidity Provider Agreement or Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, ; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction DocumentsPrincipal Agreements, the ownership, maintenance or financing of any interest in the Asset InterestNet Investment, the Receivables, Mortgage Loans or the obligations hereunder, the funding of the purchase or any purchases hereunder increases hereunder, a Liquidity Provider Agreement or a Program Support Agreement, by an amount reasonably deemed by such Indemnified Party to be material, then, within ten (10) 15 days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, the Seller shall pay to such Indemnified Party such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, (i) an Accounting Based Consolidation Event or (ii) the adoption of any applicable Law law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official BodyGovernmental Authority, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official BodyGovernmental Authority, to the extent such change is not an Accounting Based Consolidation Event, in either case, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such Accounting Based Consolidation Event, adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Indemnified Party to be material, then from time to timethen, within ten (10) 15 days after demand in writing by such Indemnified Party through the AgentParty, the SPV Seller shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction, such compensation to be paid in the case of any Accounting Based Consolidation Event, such compensation to be in the form of a fee payable with respect to the Yield for such Purchaser Group; provided, that the Yield for such Purchaser Group payable on the next Remittance Date is determined in accordance with clause (i) of the definition of "Applicable Rate" and to the extent that the sum of such Yield and such fee does not exceed the Yield for such Purchaser Group that would be paid on such Remittance Date if such Yield was calculated in accordance with clause (ii) or the definition of "Applicable Rate" from and after the date of the occurrence of such Accounting Based Consolidation Event.
(c) Each Indemnified Party agrees to give notice to Seller promptly upon becoming aware of the occurrence of any event or circumstance which would give rise to a claim under this Section 7.02 (a) or (b) and in any event within 30 days after the occurrence thereof; provided that the failure to give such notice within such time period shall not affect such Indemnified Party's rights to make a demand hereunder.
(d) The Seller shall compensate each Purchaser, upon the written request of the Related Funding Agent, for all reasonable out-of-pocket losses, costs and expenses, including, without limitation, any loss (net of reinvestment income received in the reemployment of such funds in the manner determined by such Purchaser in the exercise of its reasonable discretion), reasonable cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Purchaser (or its Liquidity Providers) to make, fund or maintain its portion of the Net Investment hereunder (or in the case of clause (ii) below, the inability of a Conduit Purchaser to repay its Commercial Paper issued in connection with such Net Investment on the related Settlement Date), (i) if for any reason the Seller fails to sell the Mortgage Loans described in an Initial Purchase Date Notice on the Purchase Date specified therefor (other than the failure of a Purchaser to purchase if all conditions precedent to such purchase have been met), (ii) if for any reason any payment of the portion of the Net Investment funded in connection with the purchase of Mortgage Loans occurs on a date other than the Settlement Date specified in the applicable Purchase Date Notice or (iii) if at any time a Conduit Purchaser decides to fund its portion of the Net Investment pursuant to a Liquidity Provider Agreement. Any request for compensation under this Section 7.02(d) shall be accompanied by a copy of a statement from the Related Funding Agent setting forth in reasonable detail the basis for requesting compensation, and the determination of the amount thereof in such statement shall be rebuttably presumptive evidence of such amount of compensation.
(e) Each Indemnified Party (through its respective Funding Agent) will promptly notify the SPV of Administrative Agent and/or the Seller upon learning that amounts for which it is entitled to seek reimbursement under this Section 7.02 ("Section 7.02 Costs") have begun to accrue and in any event of which it has knowledge, occurring within 30 days after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2occurrence thereof; provided that no the failure to give or any delay in giving such notice within such time period shall not affect the such Indemnified Party’s right 's rights to receive such compensationmake a demand hereunder. A notice by the Administrative Agent or the applicable Indemnified Party claiming compensation under this Section 7.02 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 . Each of the Indemnified Parties further agrees to take such steps as may be reasonably available to it to avoid the contrary notwithstandingneed for, if or reduce the amount of, any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts that may thereafter accrue under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV7.02; provided, however, that if the Indemnified Parties shall have no obligation to take any such Additional Costs are attributable to the SPV, the Originator step that is inconsistent with its internal policy or the Servicer legal and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costsregulatory restrictions.
Appears in 1 contract
Samples: Mortgage Loan Purchase and Sale Agreement (American Home Mortgage Investment Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Pledged Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Pledged Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity 99 105 support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Pledged Interest or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located)any jurisdiction;
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Pledged Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support provided by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestPledged Interest or the Receivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable external attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Pledged Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestsPledged Interests or the Receivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Pledged Interest, the Receivables, the obligations hereunder, 100 106 the funding of any purchases hereunder hereunder, the Liquidity Provider Agreement or a Program the Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after written demand in writing (including an explanation of the basis for such demand) by such Indemnified Party through the Agent, the SPV Pledgors shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Pledgors shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Unicapital Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Buyer and any of its successors and assigns and any permitted assigns (collectively, the "Indemnified Party (or its applicable lending officeParties") to any cost, liability, tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Facility Documents, the ownershipPurchased Assets, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunderthereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Facility Documents, the ownershipPurchased Assets, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder thereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Facility Documents, the ownership, maintenance Purchased Assets or financing of the Asset Interest Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);; or
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Facility Documents, the ownershipPurchased Assets, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder thereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Facility Documents, the ownership, maintenance Purchased Assets or financing of the Asset InterestReceivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Facility Documents, the ownershipPurchased Assets, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder thereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Facility Documents, the ownership, maintenance Purchased Assets or financing of the Asset Interests, Receivables; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Facility Documents, the ownership, maintenance or financing of the Asset InterestPurchased Assets, the Receivables, the obligations hereunderthereunder, or the funding of any purchases hereunder or a Program Support Agreementthereunder, by an amount deemed by such Indemnified Party to be material, then, within ten (10) 10 days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Buyer or other Indemnified Party, the Originator shall pay or cause to be paid to the Buyer or such other Indemnified Party such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductioncost.
(b) If any Indemnified Party shall have determined that the adoption that, after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) 10 days after demand in writing by any Indemnified Party the Originator shall pay to such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall Buyer will promptly notify the SPV Originator of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation7.2. A notice by the Agent or the applicable Buyer on behalf of an Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party Buyer may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Purchase Agreement (Lexmark International Group Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program the Liquidity Provider Agreement, the Credit Support Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program the Liquidity Provider Agreement, the Credit Support Agreement or the credit or liquidity support provided by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestTransferred Interest or the Receivables; or
(iii) other than Taxes or Excluded Taxes, imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program the Liquidity Provider Agreement, the Credit Support Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, Transferred Interests or the Receivables; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder or a Program hereunder, the Liquidity Provider Agreement, the Credit Support Agreement, or the credit support provided by the Credit Support Provider by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official BodyGovernmental Authority, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official BodyGovernmental Authority, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall Buyer and each other Owner will promptly notify the SPV Agent and the Agent will promptly notify the Transferor of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided 8.2, provided, that no any failure by any such Person to give or deliver any delay in giving such notice shall not impair or affect in any manner the Indemnified Party’s right to receive such compensationTransferor's obligations under this Section. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made in good faith and on a reasonable basis, reasonable written evidence (including an explanation of the applicable regulatory change and a reasonably detailed computation of an accounting for any amounts demanded) of which shall be provided to the Transferor upon request. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Each Indemnified Party agrees that it will use reasonable efforts to reduce or eliminate any claim for indemnity pursuant to this Section 8.2 including, subject to applicable law, a change in the funding office of such Indemnified Party; provided, however, that nothing contained herein shall obligate any Indemnified Party to take any action that imposes on such Indemnified Party any additional costs or legal or regulatory burdens which such Indemnified Party reasonably considers material, nor which, in such Indemnified Party's reasonable opinion, would have an adverse effect on its business, operations or financial condition.
(e) In determining amounts indemnified against under this Section 8.2, the parties shall take into account any Tax benefits to the Indemnified Party of the payment of Tax and the receipt of the indemnity provided for this Section 8.2.
(f) Anything in this Section 9.2 8.2 to the contrary notwithstanding, if any Conduit Investor Buyer enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor Buyer shall allocate the liability for any amounts under this Section 9.2 8.2 which are in connection with a Program the Liquidity Provider Agreement, the Credit Support Agreement or the credit or liquidity support provided by a Program the Credit Support Provider (“Additional "Section 8.2 Costs”") to the SPV Transferor and each Other SPVTransferor; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.,
Appears in 1 contract
Samples: Transfer and Administration Agreement (Compucredit Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receiv- axxxx or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction DocumentsDocu- ments, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Pro- vider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction juris- diction in which such Indemnified Party’s 's principal executive office is located);
(ii) shall impose, modify or deem applicable any reservere- serve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Trans- ferred Interest, the Receivables or payments of amounts due hereunder hereun- der or its obligation to advance funds hereunder, hereunder under a Program Support the Liquid- ity Provider Agreement or the credit or liquidity support provided by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestTransferred Interest or the Receivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder hereun- der under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestsTransferred Interests or the Re- ceivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, the Liquidity Provider Agreement or a Program the Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacyade- quacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall will promptly notify the SPV Transferor of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensationSec- tion 8.2. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional addition- al amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 8.2 to the contrary notwithstandingnot- withstanding, if any Conduit Investor the Company enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor the Company shall allocate the liability for any amounts under this Section 9.2 8.2 which are in connection with a Program the Liquidity Provider Agreement, the Credit Support Agreement or the credit or liquidity support provided by a Program the Credit Support Provider (“Additional "Section 8.2 Costs”") to the SPV Transferor and each Other SPVTransferor; provided, however, that if such Additional Section 8.2 Costs are attributable to the SPVTransferor, the Originator a Designated Seller or the Servicer and not attributable to any Other SPVTransferor, the SPV Transferor shall be solely liable for such Additional Section 8.2 Costs or if such Additional Section 8.2 Costs are attributable at- tributable to Other SPVs Transferors and not attributable to the SPVTransferor, the Originator any Designated Seller or the Servicer, such Other SPVs Transferors shall be solely liable for such Additional Costs.Section 8.2
Appears in 1 contract
Samples: Transfer and Administration Agreement (Proffitts Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, Transferred Interest or the ownership, maintenance or financing of the Asset Interest Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates cer- 0104420.05-01S7a 82 tificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support provided by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, Transferred Interest or the ownership, maintenance or financing of the Asset InterestReceivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, Transferred Interests or the ownership, maintenance or financing of the Asset InterestsReceivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, the Liquidity Provider Agreement or a Program the Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, Party such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence conse- 0104420.05-01S7a 83 quence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, Party such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall will promptly notify the SPV Transferor of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensationSection. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 8.2 to the contrary notwithstanding, if any Conduit Investor the Company enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor the Company shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider 8.2 (“Additional "Section 8.2 Costs”") to the SPV Transferor and each Other SPVTransferor; and provided, howeverfurther, that if such Additional Section 8.2 Costs are attributable to the SPV, the Originator or the Servicer Transferor and not attributable to any Other SPVTransferor, the SPV Trans- feror shall be solely liable for such Additional Section 8.2 Costs or if such Additional Section 8.2 Costs are attributable to Other SPVs Transferors and not attributable to the SPV, the Originator or the ServicerTransferor, such Other SPVs Transferors shall be solely liable for such Additional Section 8.2 Costs.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Tech Data Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located); provided, that any such demand shall be made in good faith (and not on an arbitrary and capricious basis) and consistent with similarly situated customers of the applicable Person after consideration of factors as such Person determines in its sole discretion to be reasonably relevant;
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder or a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof (i) the adoption (after the date hereof) of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any clarification or change after the hereof in the interpretation or administration thereof by any Official Body, or (ii) any request request, guidance or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, or (iii) the compliance, application or implementation by the Indemnified Party of any of the foregoing clauses (i) or (ii) or any Existing Law (in the case of any Existing Law, in a manner which is not consistent with the methods employed by such Indemnified Party on the date hereof), has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoptionany of the occurrences set forth in the foregoing (i), change, request (ii) or directive (iii) (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. The amounts due and payable to an Indemnified Party under this Section 9.2(b) shall be considered Aggregate Unpaids; provided, that any such demand shall be made in good faith (and not on an arbitrary and capricious basis) and consistent with similarly situated customers of the applicable Person after consideration of factors as such Person determines in its sole discretion to be reasonably relevant.
(c) The Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Transfer and Administration Agreement (United Stationers Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing, but excluding any Taxes and Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder or a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Originator shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction; provided, that such Indemnified Party shall use such efforts as it deems appropriate to minimize such increase in cost.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or the implementation of any such change, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Originator shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board (including Interpretation No. 46: Consolidation of Variable Interest Entities) shall constitute an adoption, change, request or directive, and any implementation thereof shall be, subject to this Section 9.2(b).
(c) The Agent shall promptly notify the SPV Originator of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any the Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVsother Originators, such the Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV Originator and each Other SPVother Originator; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPVother Originator, the SPV Originator shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs other Originators and not attributable to the SPV, the Originator or the Servicer, such Other SPVs other Originators shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Overnite Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) Tax with respect to this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNote, maintenance or financing of the Asset InterestNet Investment, the Collateral or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction DocumentsNote, the ownershipNet Investment, maintenance or financing of the Asset Interest, Collateral or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNote, maintenance the Net Investment or financing of the Asset Interest Collateral (except Excluded Taxes and for changes in the rate of federal, state or local general corporate, franchise, net income or other income or similar tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);; or
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNote, maintenance or financing of the Asset InterestNet Investment, the Collateral or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction DocumentsNote, the ownership, maintenance Net Investment or financing of the Asset Interest; orCollateral;
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNote, maintenance or financing of the Asset InterestNet Investment, the Collateral or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support the Liquidity Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction DocumentsNote, the ownership, maintenance Net Investment or financing of the Asset Interests, Collateral; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction DocumentsSecurity Agreement, the ownership, maintenance or financing of the Asset InterestNote, the ReceivablesNet Investment, the Collateral, the obligations hereunder, the funding of any purchases hereunder or a Program Support the Liquidity Agreement, by an amount deemed by such Indemnified Party to be material, then, then within ten (10) 10 days after demand in writing by such Indemnified Party through the Deal Agent, the SPV Issuer shall pay to the Agent, for the benefit of such Indemnified Party, Deal Agent such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductioncost.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Indemnified Party to be material, then from time to time, within ten (10) 10 days after demand in writing by such Indemnified Party through the Deal Agent, the SPV Issuer shall pay to the Agent, for the benefit of such Indemnified Party, Deal Agent such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Deal Agent shall or the Company will promptly notify the SPV Issuer of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation4.2. A notice by the Deal Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Deal Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 4.2 to the contrary notwithstanding, if any Conduit Investor the Company enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor the Company shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider 4.2 (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs."
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law Governmental Rule or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law Governmental Rule or bank regulatory guideline by any Official Body Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of LawGovernmental Rule):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty duty, deduction or other charge (other than Excluded Taxes) with respect to this Agreementthe Receivables, the other Transaction DocumentsIndenture, the ownershipNotes, maintenance or financing of the Asset Interest, this Note Purchase Agreement or payments of amounts due hereunderthereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest thereof (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);; or
(ii) shall impose, modify or deem applicable any reserve, capital, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this the Receivables, the Indenture, the Trust Agreement, the other Transaction DocumentsNotes, the ownership, maintenance or financing of the Asset Interest, this Note Purchase Agreement or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interestthereunder; or
(iii) imposes upon any Indemnified Party any other condition cost or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this the Receivables, the Indenture, the Trust Agreement, the other Transaction DocumentsNotes, the ownership, maintenance or financing of the Asset Interest, this Note Purchase Agreement or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, thereunder; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the Indenture, the Trust Agreement, the Notes, this Note Purchase Agreement or payments of amounts due thereunder or the obligations hereunder, thereunder or the funding of any purchases hereunder or a Program Support Agreement(including Incremental Purchases) with respect thereto by any DFC Purchaser and the financing of such purchases by the issuance of Notes and Certificates, by an amount deemed by such Indemnified Party to be material, then, the Seller agrees to pay to such Indemnified Party, within ten (10) 10 days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductioncost; PROVIDED, that the Seller shall not be obligated to pay any such additional amounts that are attributable to the period (the "Excluded Period") ending 30 days prior to the Seller's receipt of such demand, except to the extent such additional amounts accrue during the Excluded Period because of the retroactive effect of the applicable regulatory change, in which case the foregoing limitation shall not apply.
(b) If any Indemnified Party shall have determined that the adoption that, after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official BodyGovernmental Authority, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official BodyGovernmental Authority, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, the Seller agrees to pay to such Indemnified Party, within ten (10) 10 days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of any such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction; PROVIDED, that the Seller shall not be obligated to pay any such additional amounts that are attributable to the period (the "Excluded Period") ending 30 days prior to the Seller's receipt of such demand, except to the extent such additional amounts accrue during the Excluded Period because of the retroactive effect of the applicable regulatory change, in which case the foregoing limitation shall not apply.
(c) The Agent Any Indemnified Party who makes a demand for payment of increased costs or capital pursuant to Section 11.04(a) or (b) shall promptly notify deliver to the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and Seller a certificate setting forth in reasonable detail the additional amount computation of such increased costs or amounts to be paid to it hereunder shall be conclusive in capital and specifying the basis therefor. In the absence of manifest error, such certificate shall be conclusive and binding for all purposes. In determining such amount, the Agent or any applicable Each Indemnified Party may shall use all reasonable efforts to mitigate the effect upon the Seller of any reasonable averaging and attributing methodssuch increased costs or capital requirements, provided it shall not be obligated to take any action which it determines would be materially disadvantageous to it or inconsistent with its policies.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereofthereof (and, in the case of a change in the interpretation of any such Law or regulatory guideline, such change has been generally accepted by institutions to which such Law or regulatory guideline is applicable), or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, herewith under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support provided by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestTransferred Interest or the Receivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestsTransferred Interests or the Receivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, the Liquidity Provider Agreement or a Program the Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the AgentCompany, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, Company such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction; provided, however, that such demand shall not seek additional amounts incurred earlier than the ninetieth day immediately succeeding the date of such demand.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official BodyBody (which change has been generally accepted by institutions to which such Law or regulatory guideline is applicable), or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the AgentCompany, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, Company such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to demand shall not seek additional amounts incurred earlier than the SPV, ninetieth day immediately succeeding the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for date of such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costsdemand.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Imc Global Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law Governmental Rule or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law Governmental Rule or bank regulatory guideline by any Official Body Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of LawGovernmental Rule):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty duty, deduction or other charge (other than Excluded Taxes) with respect to this the Receivables, the Indenture, the Investor Certificates, the Trust Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, this Certificate Purchase Agreement or payments of amounts due hereunderthereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest thereof (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);; or
(ii) shall impose, modify or deem applicable any reserve, capital, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this the Receivables, the Indenture, the Trust Agreement, the other Transaction DocumentsInvestor Certificates, the ownership, maintenance or financing of the Asset Interest, this Certificate Purchase Agreement or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interestthereunder; or
(iii) imposes upon any Indemnified Party any other condition cost or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this the Receivables, the Indenture, the Trust Agreement, the other Transaction DocumentsInvestor Certificates, the ownership, maintenance or financing of the Asset Interest, this Certificate Purchase Agreement or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, thereunder; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunderIndenture, the funding Trust Agreement, the Investor Certificates, this Certificate Purchase Agreement or payments of any amounts due thereunder or the obligations thereunder and the financing of such purchases hereunder or a Program Support Agreementby the issuance of Notes and Certificates, by an amount deemed by such Indemnified Party to be material, then, subject to Section 12.10, the Seller agrees to pay to such Indemnified Party, within ten (10) 10 days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductioncost, PROVIDED that the Seller shall not be obligated to pay any such additional amounts that are attributable to the period (the "Excluded Period") ending 30 days prior to the Seller's receipt of such demand, except to the extent such additional amounts accrue during the Excluded Period because of the retroactive effect of the applicable regulatory change, in which case the foregoing limitation shall not apply.
(b) If any Indemnified Party shall have determined that the adoption that, after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official BodyGovernmental Authority, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official BodyGovernmental Authority, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, the Seller agrees to pay to such Indemnified Party, within ten (10) 10 days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of any such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction, PROVIDED that the Seller shall not be obligated to pay any such additional amounts that are attributable to the period (the "Excluded Period") ending 30 days prior to the Seller's receipt of such demand, except to the extent such additional amounts accrue during the Excluded Period because of the retroactive effect of the applicable regulatory change, in which case the foregoing limitation shall not apply.
(c) The Agent Any Indemnified Party who makes a demand for payment of increased costs or capital pursuant to Section 11.04(a) or (b) shall promptly notify deliver to the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and Seller a certificate setting forth in reasonable detail the additional amount computation of such increased costs or amounts to be paid to it hereunder shall be conclusive in capital and specifying the basis therefor. In the absence of manifest error, such certificate shall be conclusive and binding for all purposes. In determining such amount, the Agent or any applicable Each Indemnified Party may shall use all reasonable efforts to mitigate the effect upon the Seller of any reasonable averaging and attributing methodssuch increased costs or capital requirements, PROVIDED it shall not be obligated to take any action which it determines would be materially disadvantageous to it or inconsistent with its policies.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Certificate Purchase Agreement (Arcadia Financial LTD)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i1) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNote, maintenance or financing of the Asset InterestNet Investment, the Collateral or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction DocumentsNote, the ownershipNet Investment, maintenance or financing of the Asset Interest, Collateral or payments of amounts due hereunder or its obligation to advance funds hereunderunder the Liquidity Agreement, under a Program the Credit Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNote, maintenance the Net Investment or financing of the Asset Interest Collateral (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);; or
(ii2) shall impose, modify or deem applicable applica- ble any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNote, maintenance or financing of the Asset InterestNet Investment, the Collateral or payments of amounts due hereunder or its obligation to advance funds hereunderunder the Liquidity Agreement, under a Program the Credit Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction DocumentsNote, the ownership, maintenance Net Investment or financing of the Asset Interest; orCollateral;
(iii3) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNote, maintenance or financing of the Asset InterestNet Investment, the Collateral or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support the Liquidity Agreement or the credit or liquidity support furnished by a Program Credit Support Provider Agreement or otherwise in respect of this Agreement, the other Transaction DocumentsNote, the ownership, maintenance Net Investment or financing of the Asset Interests, Collateral; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction DocumentsSecurity Agreement, the ownership, maintenance or financing of the Asset InterestNote, the ReceivablesNet Investment, the Collateral, the obligations hereunder, the funding of any purchases hereunder hereunder, the Liquidity Agreement or a Program the Credit Support Agreement, by an amount reasonably deemed by such Indemnified Party to be material, then, then within ten (10) 10 days after demand in writing by such Indemnified Party through the AgentCompany, the SPV Issuer shall pay to the Agent, for the benefit of such Indemnified Party, Company such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductionprovided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date the Company first notifies the Issuer of its intention to demand compensation therefor under this Section 4.2(a).
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Indemnified Party to be material, then from time to time, within ten (10) 10 days after demand in writing by such Indemnified Party through the AgentCompany, the SPV Issuer shall pay to the Agent, for the benefit of such Indemnified Party, Company such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction; provided that no such amount shall be payable with respect to any period commencing less than 30 days after the date the Company first notifies the Issuer of its intention to demand compensation under this Section 4.2(b).
(c) The Agent shall Company will promptly notify the SPV Issuer of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation4.2. A notice by the Agent or the applicable Indemnified Party Company claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party Company may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 4.2 to the contrary notwithstanding, if any Conduit Investor the Company enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor the Company shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider 4.2 (“Additional "Section 4.2 Costs”") ratably to the SPV Issuer and each Other SPVTransferor; and provided, howeverfurther, that if such Additional Section 4.2 Costs are attributable to the SPV, the Originator or the Servicer Issuer and not attributable to any Other SPVTransferor, the SPV Issuer shall be solely liable for such Additional Section 4.2 Costs or if such Additional Section 4.2 Costs are attributable to Other SPVs Trans- ferors and not attributable to the SPV, the Originator or the ServicerIssuer, such Other SPVs Transferors shall be solely liable for such Additional Costs.Section 4.2
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject subjects any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to the execution, delivery and performance of this Agreement, the each Program Support Agreement and each other Transaction Documentsdocument and instrument entered into in connection herewith or therewith (collectively, the ownership, maintenance or financing of the Asset Interest“Relevant Agreements”), or payments of amounts due hereunder, or shall change changes the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreementthe execution, the other Transaction Documents, the ownership, maintenance or financing delivery and performance of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest Relevant Agreements (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall imposeimposes, modify modifies or deem deems applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party Party, or shall impose imposes on any Indemnified Party or on the United States market for certificates of deposit or deposit, the London interbank market or any other market in which funds in any Currency are normally raised or deposited any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support any Relevant Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interestperformance thereof; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreementthe execution, the other Transaction Documents, the ownership, maintenance or financing delivery and performance of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, Relevant Agreements; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, Relevant Agreements and the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder or a Program Support Agreement, performance thereof by an amount deemed by such Indemnified Party to be material, thenor to in any way restrict the free transferability or convertibility of any Currency, or restrict the consummation of any spot, forward, hedging or other transaction involving such Currency, then (A) within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Borrower shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductionreduction and (B) the Borrower shall take such other action as the Agent may reasonably require to enable it to comply with, or to mitigate the effect on such Indemnified Party of, such restriction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Borrower shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. For the avoidance of doubt, any rule, regulation or interpretation issued by any financial accounting standards board shall constitute an adoption, change, request or directive subject to this Section 7.2(b).
(c) The Agent shall promptly notify the SPV Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.27.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section 7.2 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Liquidity Agreement (Adama Agricultural Solutions Ltd.)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):) occurring after the Closing Date:
(i) shall subject any Indemnified Party (of the Affected Parties, or its applicable a lending office) office of an Affected Party, to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing any of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or thereunder, or shall change the basis of taxation of payments to any Affected Party of amounts payable in respect of any of the Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or thereunder or its obligation to advance funds hereunderhereunder or thereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, any of the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Affected Party by the jurisdiction in which such Indemnified Affected Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Affected Party or shall impose on any Indemnified Affected Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, any of the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or thereunder or its obligation to advance funds hereunderhereunder or thereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, any of the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or
(iii) imposes upon any Indemnified Affected Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, any of the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or thereunder or its obligation to advance funds hereunder or thereunder or under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider thereof or otherwise in respect of this Agreement, any of the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestsInterest, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Affected Party with respect to this Agreement, any of the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunderhereunder and thereunder, the funding of any purchases hereunder and thereunder or a Program Support Agreement, by an amount deemed by such Indemnified Affected Party to be material, then, within ten (10) days after demand in writing upon notice by such Indemnified Affected Party through the Administrative Agent, the SPV Seller shall pay to the Agent, for the benefit of such Indemnified PartyCollection Account, such additional amount or amounts as will compensate such Indemnified Affected Party for such increased cost or reduction.
(b) If any Indemnified Affected Party shall have determined that that, the adoption after the date hereof of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Affected Party (or its parent) as a consequence of such Indemnified Affected Party’s obligations hereunder under the Transaction Documents or with respect hereto thereto to a level below that which such Indemnified Affected Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Affected Party to be material, then from time then, by such Affected Party through the Administrative Agent, the Seller shall pay to time, the Collection Account within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Partydays, such additional amount or amounts as will compensate such Indemnified Affected Party (or its parent) for such reduction. For avoidance of doubt, any accounting interpretation, including, without limitation. Accounting Research Bulletin No. 41, or any other interpretation of the Financial Accounting Standards Board (“FASB”), including FASB Interpretation No. 46: Consolidation of Variable Interest Entities, shall constitute an adoption, change, request or directive subject to this Section 9.2(b).
(c) The Administrative Agent shall promptly notify the SPV Seller of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Affected Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Affected Party’s right to receive such compensation. A notice by the Administrative Agent or the applicable Indemnified Affected Party claiming compensation under this Section 9.2 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or any applicable Indemnified Affected Party may use any reasonable averaging and attributing methods.
(d) Anything Each party hereto hereby agrees that, subject to any adjustment as provided herein in the event of any future change in applicable Law or regulation, so long as the transactions contemplated by this Section 9.2 Agreement (after giving effect to the contrary notwithstandingInsurance Policy) continue to be rated “AAA” (or its equivalent) by each of the Rating Agencies, if in no event shall the Yield plus any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 increased costs which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable FASB Interpretation No. 46 exceed a rate per annum equivalent to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional CostsOffshore Rate plus seventy-five basis points (0.75%) per annum.
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline Bank Regulatory Guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline Bank Regulatory Guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guidelineBank Regulatory Guideline, whether or not having the force of Law):):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);;
(ii) shall impose, modify or deem applicable any reserve, assessment, fee, insurance charge, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, hereunder under a Program Support Liquidity Provider Agreement or the credit or liquidity support provided by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestTransferred Interest or the Receivables; oror
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider or otherwise in respect of to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestsTransferred Interests or the Receivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, a Liquidity Provider Agreement or a Program Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the any Administrative Agent, the SPV Transferor shall pay to the Agent, such Administrative Agent for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such tax, increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Indemnity for Taxes, Reserves and Expenses. (a) If If, after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject subjects any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, any of the transactions contemplated hereby or thereby or payments of amounts due hereunder, or shall change changes the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, any of the transactions contemplated hereby or thereby or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Conduit CP Funding Agreement or a Conduit Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest or any transactions contemplated hereby or thereby (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall imposeimposes, modify modifies or deem deems applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party Party, or shall impose imposes on any Indemnified Party or on the United States market for certificates of deposit or deposit, the London interbank market or any other market in which funds in any Currency are normally raised or deposited any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, any of the transactions contemplated hereby or thereby or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Conduit CP Funding Agreement or a Conduit Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, any of the transactions contemplated hereby or thereby; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, any of the transactions contemplated hereby or thereby or payments of amounts due hereunder or its obligation to advance funds hereunder or under a Program Conduit CP Funding Agreement or a Conduit Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestsInterest, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of under any purchases hereunder Conduit CP Funding Agreement or a Program any Conduit Support Agreement, by an amount deemed by such Indemnified Party to be material, thenor to in any way restrict the free transferability or convertibility of any Currency, or restrict the consummation of any spot, forward, hedging or other transaction involving such Currency, then (A) within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Purchaser shall pay to such Indemnified Party at the direction of the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductionreduction and (B) the Purchaser shall take such other action as the Agent may reasonably require to enable it to comply with, or to mitigate the effect on such Indemnified Party of, such restriction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Purchaser shall pay to the Agent, for the benefit of such Indemnified Party, Party at the direction of the Agent such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. For the avoidance of doubt, any rule, regulation or interpretation issued by any financial accounting standards board shall constitute an adoption, change, request or directive subject to this Section 7.2(b).
(c) The Agent shall promptly notify the SPV Purchaser of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.27.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section 7.2 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 7.2 to the contrary notwithstanding, if any Facility Lender, or any Conduit Investor or Conduit CP Funding Provider or Conduit Support Provider, enters into agreements an agreement for the acquisition or financing of interests in receivables from one or more Other SPVsCustomer, such Conduit Investor Facility Lender shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or 7.2 (the credit or liquidity support provided by a Program Support Provider (“Additional Shared Costs”) to the SPV Purchaser and to each such Other SPVCustomer; provided, however, provided that if such Additional Shared Costs are attributable solely to the SPV, the Originator Purchaser or the Servicer any MAI Party and not attributable to any Other SPVCustomer, the SPV Purchaser shall be solely liable for such Additional Shared Costs or if such Additional Shared Costs are attributable to Other SPVs Customers and not attributable to the SPV, the Originator Purchaser or the Servicerany MAI Party, such Other SPVs Customers shall be solely liable for such Additional Shared Costs.
Appears in 1 contract
Samples: Receivables Funding Agreement (Adama Agricultural Solutions Ltd.)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guidelineguide- line, whether or not having the force of Law):
law): (i) shall subject any Indemnified Indemni- fied Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestSenior Class Certificates, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction DocumentsDocu- ments, the ownership, maintenance or financing of the Asset InterestSenior Class Certificates, the Receiva- bles or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect re- spect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing fi- nancing of the Asset Interest Senior Class Certificates or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Indem- nified Party’s 's principal executive office is located);
; (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limita- tion, any such requirement imposed by the Board of Governors of the Federal Reserve SystemSystem other than any such requirement used in determining the Adjusted LIBOR Rate) against assets of, deposits de- posits with or for the account of, or credit extended ex- tended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank inter- bank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestSenior Class Certificates, the Receivables or payments of amounts due hereunder or its obligation obliga- tion to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestSenior Class Certificates or the Receivables; or
or (iii) imposes upon any Indemnified Indemni- fied Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation prepara- tion therefor in contesting any of the foregoingfore- going) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance mainte- nance or financing finaxxxxx of the Asset InterestSenior Class Certifi- cates, the Rexxxxxbles or payments of amounts due hereunder or its obligation to advance funds hereunder hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestsSenior Class Certificates or the Receivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestSenior Class Certificates, the Receivables, the obligations hereunder, the funding of any purchases hereunder or hereunder, a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. (a) If ------------------------------------------ after the Closing Datedate hereof, the adoption of any Law Governmental Rule or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law Governmental Rule or bank regulatory guideline by any Official Body Governmental Person charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body Governmental Person (in the case of any bank regulatory guideline, whether or not having the force of LawGovernmental Rule):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documentsany Transferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documentsany Transferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, any Transferred Interest or the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office or any funding office is located);; or
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London Eurodollar interbank market any other condition affecting this Agreement, the other Transaction Documentsany Transferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, any Transferred Interest or the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestReceivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documentsany Transferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, Transferred Interests or the ownership, maintenance or financing of the Asset InterestsReceivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset any Transferred Interest, the Receivables, the obligations hereunder, or the funding of any purchases hereunder or a Program Support Agreementhereunder, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV applicable Transferor shall pay to the Agent, for the benefit of such Indemnified Party, Party such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductioncost.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law Governmental Rule or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official BodyGovernmental Person, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of lawGovernmental Rule) of any such Official BodyGovernmental Person, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, the applicable Transferor shall pay to such Indemnified Party such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall Each Bank will promptly notify the SPV Agent, and the Agent will promptly notify the Transferor of any event of which it such Bank has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensationSection. A Any notice by the Agent or the applicable Indemnified Party Agent, acting on behalf of a Bank, claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party such Bank may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Mattel Inc /De/)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Effective Date, (i) the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or (ii) the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):) including, without limitation, the Basel Committee on Banking Supervision, or (iii) the compliance with the final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted by the United States bank regulatory agencies on December 15, 2009, or any rules or regulations promulgated in connection therewith by any such agency:
(iA) shall subject any Indemnified Party (or its applicable lending office) to any taxTaxes, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(iiB) shall impose, modify or deem applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset InterestInterest (other than reserves already taken into account in calculating the Eurodollar Reserve Percentage); or
(iiiC) imposes shall impose upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing, but excluding Taxes and Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder or under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to to, or to reduce the amount of any sum received or receivable by by, such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases Investments hereunder or under a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within on the Settlement Date occurring at least ten (10) days after the demand in writing by such Indemnified Party through the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party has or anticipates having any claim for compensation from the SPV pursuant to clause (iii) of Section 9.3(a), and such Indemnified Party believes that having the facility evidenced by this Agreement publicly rated by one or more credit rating agencies would reduce the amount of such compensation by an amount deemed by such Indemnified Party to be material (which, in all cases, shall be an amount per annum greater than the amount payable by the SPV to obtain the Required Ratings below), such Indemnified Party shall provide written notice to the SPV and the Servicer that such Indemnified Party intends to request public ratings of the facility from two credit rating agencies (or if such Indemnified Party determines that the rating of a single credit rating agency is sufficient to achieve the same effect, by one credit rating agency) selected by such Indemnified Party and reasonably acceptable to the SPV, of at least “A-/A3” or the equivalent by S&P and Xxxxx’x, respectively (the “Required Ratings”). The SPV and the Servicer agree that they shall cooperate with such Indemnified Party’s efforts to obtain the Required Ratings, and shall use their commercially reasonable efforts to provide the applicable credit rating agencies (either directly or through distribution to the Agent or the applicable Indemnified Party), any information requested by such credit rating agencies (or single credit rating agency, as applicable) for purposes of providing and monitoring the Required Ratings. The SPV shall pay the initial fees payable to the credit rating agencies (or single credit rating agency, as applicable) for providing the ratings and any ongoing or renewal fees in connection with such ratings. Nothing in this Section 9.3(b) shall preclude any Indemnified Party from demanding compensation from the SPV pursuant to Sections 9.3(a)(i)-(iii) hereof at any time and without regard to whether the Required Ratings shall have been obtained, or shall require any Indemnified Party to obtain any ratings on the facility prior to demanding any such compensation from the SPV, provided that in demanding such compensation the applicable Indemnified Party shall give credit and give effect to any reduction in amounts payable under Section 9.3(a) due to the Required Ratings having been obtained.
(c) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or Law, bank regulatory guideline regarding capital adequacyadequacy (including, but not limited to, any directive of the Basel Committee on Banking Supervision), or generally accepted accounting standard, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, or the implementation of any such change, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within on the Settlement Date occurring at least ten (10) days after demand demand, in writing the form of a notice as set forth in clause (d) below, by such Indemnified Party through the Agent or the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. For the avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board (including Interpretation No. 46: Consolidation of Variable Interest Entities (or any future statement or interpretation issued by the Financial Accounting Standards Board or any successor thereto)) shall constitute an adoption, change, request or directive, and any implementation thereof shall be, subject to this Section 9.3(c).
(cd) The Agent Each Indemnified Party shall promptly notify the SPV in writing of any event of which it has knowledge, occurring after the date hereof, which will entitle an such Indemnified Party to compensation pursuant to this Section 9.29.3; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or a Managing Agent on behalf of the applicable Indemnified Party claiming compensation under this Section 9.3 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements . Any demand for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts compensation under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided 9.3 shall be accompanied by a Program Support Provider (“Additional Costs”) certificate as to the SPV and each Other SPV; provided, however, that if amount requested which shall set forth a reasonably detailed calculation for such Additional Costs are attributable requested amount. Notwithstanding anything in this Agreement to the SPV, the Originator or the Servicer and not attributable to any Other SPVcontrary, the SPV shall not be solely liable obligated to make any payment to any Indemnified Party under this Section 9.3 for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable any period more than one hundred eighty (180) days prior to the SPVdate on which such Indemnified Party gives written notice to the SPV of its intent to request such payment under this Section 9.3.
(e) Notwithstanding anything herein to the contrary, the Originator or the Servicer, such Other SPVs any indemnity payable under this Section 9.3 shall be solely liable for such Additional Costspayable by the SPV in accordance with the priority of payments in Section 2.12.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Ashland Inc.)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, (i) the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or (ii) the compliance with any request or directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):) including, without limitation, the Basel Committee on Banking Supervision, or (iii) the compliance with any request, rule, guideline, requirement or directive of (x) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act or (y) the revised Basel Accord prepared by the Basel Committee on Banking Supervision as set out in the publication entitled: “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems”:
(iA) shall subject any Indemnified Party (or its applicable lending office) to any taxTaxes, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(iiB) shall impose, modify or deem applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset InterestInterest (other than reserves already taken into account in calculating the Eurodollar Reserve Percentage); or
(iiiC) imposes shall impose upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing, but excluding Taxes and Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder or under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to to, or to reduce the amount of any sum received or receivable by by, such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases Investments hereunder or under a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within on the Settlement Date occurring at least ten (10) days after the demand in writing by such Indemnified Party through the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party has or anticipates having any claim for compensation from the SPV pursuant to clause (iii) of Section 9.3(a), and such Indemnified Party believes that having the facility evidenced by this Agreement publicly rated by one or more credit rating agencies would reduce the amount of such compensation by an amount deemed by such Indemnified Party to be material (which, in all cases, shall be an amount per annum greater than the amount payable by the SPV to obtain the Required Ratings below), such Indemnified Party shall provide written notice to the SPV and the Master Servicer that such Indemnified Party intends to request public ratings of the facility from two credit rating agencies (or if such Indemnified Party determines that the rating of a single credit rating agency is sufficient to achieve the same effect, by one credit rating agency) selected by such Indemnified Party and reasonably acceptable to the SPV, of at least “A-/A3” or the equivalent by S&P and Mxxxx’x, respectively (the “Required Ratings”). The SPV and the Master Servicer agree that they shall cooperate with such Indemnified Party’s efforts to obtain the Required Ratings, and shall use their commercially reasonable efforts to provide the applicable credit rating agencies (either directly or through distribution to the Agent or the applicable Indemnified Party), any information requested by such credit rating agencies (or single credit rating agency, as applicable) for purposes of providing and monitoring the Required Ratings. The SPV shall pay the initial fees payable to the credit rating agencies (or single credit rating agency, as applicable) for providing the ratings and any ongoing or renewal fees in connection with such ratings. Nothing in this Section 9.3(b) shall preclude any Indemnified Party from demanding compensation from the SPV pursuant to Sections 9.3(a)(i)-(iii) hereof at any time and without regard to whether the Required Ratings shall have been obtained, or shall require any Indemnified Party to obtain any ratings on the facility prior to demanding any such compensation from the SPV, provided that in demanding such compensation the applicable Indemnified Party shall give credit and give effect to any reduction in amounts payable under Section 9.3(a) due to the Required Ratings having been obtained.
(c) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or Law, bank regulatory guideline regarding capital adequacyadequacy (including, but not limited to, any directive of the Basel Committee on Banking Supervision), or generally accepted accounting standard, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, or the implementation of any such change, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within on the Settlement Date occurring at least ten (10) days after demand demand, in writing the form of a notice as set forth in clause (d) below, by such Indemnified Party through the Agent or the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
. For the avoidance of doubt, (ci) The Agent any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board (including Interpretation No. 46: Consolidation of Variable Interest Entities (or any future statement or interpretation issued by the Financial Accounting Standards Board or any successor thereto)) shall promptly notify the SPV of constitute an adoption, change, request or directive, and any event of which it has knowledgeimplementation thereof shall be, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant subject to this Section 9.2; provided that no failure to give 9.3(c) and (ii) any request, rule, guideline, requirement or any delay in giving such notice shall affect directive of (a) the Indemnified Party’s right to receive such compensation. A notice Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act or (b) the revised Basel Accord prepared by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive Basel Committee on Banking Supervision as set out in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.publication entitled:
Appears in 1 contract
Samples: Transfer and Administration Agreement (Ashland Inc.)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, hereunder under a Program Support Liquidity Provider Agreement or the credit or liquidity support provided by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestTransferred Interest or the Receivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder or a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.,
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care Holdings Inc /Ny/)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date------------------------------------------ date hereof, the adoption of any Law Governmental Rule or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law Governmental Rule or bank regulatory guideline by any Official Body Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of LawGovernmental Rule):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty duty, deduction or other charge (other than Excluded Taxes) with respect to this the Dealer Notes, the Pooling and Servicing Agreement, the other Transaction DocumentsSeries Supplement, the ownershipSeries 2000-VFC Certificates, maintenance or financing of the Asset Interest, this Certificate Purchase Agreement or payments of amounts due hereunderthereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest thereof (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax (including by means of withholding) imposed on such Indemnified Party by the United States of America, the jurisdiction in which such Indemnified Party’s 's principal executive office is locatedlocated or any other jurisdiction in which the Indemnified Party would be subject to such tax even if the transactions contemplated by this Agreement had not occurred);; or
(ii) shall impose, modify or deem applicable any reserve, capital, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this the Dealer Notes, the Pooling and Servicing Agreement, the other Transaction DocumentsSeries Supplement, the ownershipSeries 2000-VFC Certificates, maintenance or financing of the Asset Interest, this Certificate Purchase Agreement or payments of amounts due hereunder or its obligation thereunder (including with respect to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestEurocurrency liability reserves); or
(iii) imposes upon any Indemnified Party any other condition cost or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoingforegoing if such a contest is requested by the Applicable Indemnifying Party) with respect to this Agreementthe Dealer Notes, the other Transaction DocumentsSeries 2000-VFC Certificates, the ownership, maintenance or financing of the Asset Interest, any Series Document or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, thereunder; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by payments to such Indemnified Party with respect to this the Dealer Notes, the Pooling and Servicing Agreement, the other Transaction DocumentsSeries Supplement, the ownershipSeries 2000-VFC Certificates, maintenance this Certificate Purchase Agreement or financing payments of the Asset Interest, the Receivables, amounts due thereunder or the obligations hereunder, thereunder or the funding of any purchases hereunder or a Program Support Agreement(including Incremental Fundings) with respect thereto by any Purchaser, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by then such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.reduced payments shall be payable to such Indemnified Party in accordance with Section 9.05(c). ---------------
(b) If any Indemnified Party shall have determined that the adoption that, after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official BodyGovernmental Authority, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official BodyGovernmental Authority, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.reduction shall be payable to such Indemnified Party in accordance with Section 9.05(c). ---------------
(c) The Agent Any Indemnified Party who makes a demand for payment of increased costs or capital pursuant to Section 9.04(a) or (b) shall promptly notify deliver to the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and Seller a certificate setting forth in reasonable detail the additional amount computation of such increased costs or amounts to be paid to it hereunder shall be conclusive in capital and specifying the basis therefor. In the absence of manifest error, such certificate shall be conclusive and binding for all purposes. In determining such amount, the Agent or any applicable Each Indemnified Party may shall use reasonable efforts to mitigate the effect upon of any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one such increased costs or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPVcapital requirements; provided, however, -------- it shall not be obligated to take any action that if such Additional Costs are attributable it determines would be disadvantageous to the SPV, the Originator it or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costsinconsistent with its policies.
Appears in 1 contract
Samples: Certificate Purchase Agreement (Navistar Financial Securities Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i1) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the Guaranty and Security Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestNet Investment, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the Guaranty and Security Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset InterestNet Investment, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the Guaranty and Security Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset Interest Net Investment (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is locatedor gross receipts tax);
(ii2) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the Guaranty and Security Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, Net Investment or payments of amounts due hereunder or its obligation to advance funds hereunder, hereunder under a Program Support the Liquidity Provider Agreement or the credit or liquidity support provided by a Program the Credit Support Provider or otherwise in respect of this Agreement, the Guaranty and Security Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset InterestNet Investment; or
(iii3) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, Net Investment or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the Guaranty and Security Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset InterestsNet Investment, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the Guaranty and Security Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the ReceivablesNet Investment, the obligations hereunder, the funding of any purchases hereunder advances hereunder, the Liquidity Provider Agreement or a Program the Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, thenthen (to the extent such increased cost is not otherwise reflected in an increase in interest rates or other Carrying Costs), within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Debtor shall pay to the Agent, for the benefit of such Indemnified Party, or such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductioncost.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Note Purchase Agreement (Belk Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law Governmental Rule or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law Governmental Rule or bank regulatory guideline by any Official Body Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of LawGovernmental Rule):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty duty, deduction or other charge (other than Excluded Taxes) with respect to this Agreementthe Collateral, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunderthereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest thereof (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the United States of America, the jurisdiction in which such Indemnified Party’s principal executive office is locatedlocated or any other jurisdiction in which the Indemnified Party would be subject to such tax if the transactions contemplated by this Agreement had not occurred);; or
(ii) shall impose, modify or deem applicable any reserve, capital, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreementthe Contract Payments, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, Documents or payments of amounts due hereunder or its obligation thereunder (including with respect to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestEurocurrency liability reserves); or
(iii) imposes upon any Indemnified Party any other condition cost or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoingforegoing if such a contest is requested by the Issuer) with respect to this Agreementthe Contract Payments, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, Documents or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect thereunder but excluding any taxes, duties and other similar impositions of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, Governmental Authorities; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by payments to such Indemnified Party with respect to the Contract Payments, the Indenture, the Note, this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance any Program Support Agreement or financing payments of the Asset Interest, the Receivables, amounts due hereunder or thereunder or the obligations hereunder, hereunder or thereunder or the funding of any purchases hereunder or a Program Support Agreement, (including Advances) with respect thereto by an amount deemed by such Indemnified Party to be materialany Owner, then, from time to time, the Issuer agrees to pay such Indemnified Party, within ten (10) 10 days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductionreduced payments.
(b) If any Indemnified Party shall have determined that the adoption that, after the date hereof hereof, the adoption of any applicable Law Governmental Rule or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official BodyGovernmental Authority, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official BodyGovernmental Authority, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or under any Program Support Agreement to the extent relating to the Transaction Documents or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, the Issuer and the Servicer agree to pay such Indemnified Party, within ten (10) 10 days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of any such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent Any Indemnified Party who makes a demand for payment of increased costs or capital pursuant to Section 9.04(a) or (b) shall promptly notify deliver to the SPV of any event of which it has knowledge, occurring after Issuer and the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and Servicer a certificate setting forth in reasonable detail the additional amount computation of such increased costs or amounts to be paid to it hereunder shall be conclusive in capital and specifying the basis therefor. In the absence of manifest error, such certificate shall be conclusive and binding for all purposes. In determining such amount, the Agent or any applicable Each Indemnified Party may shall use reasonable efforts to mitigate the effect upon the Issuer and the Servicer of any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one such increased costs or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPVcapital requirements; provided, however, it shall not be obligated to take any action that if such Additional Costs are attributable it determines would be disadvantageous to the SPV, the Originator it or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costsinconsistent with its policies.
Appears in 1 contract
Samples: Note Purchase Agreement (Electronic Data Systems Corp /De/)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law law or bank regulatory guideline by any Official Body Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of Lawlaw):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, Senior Securities or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of any interest in the Asset Interest, Senior Securities or payments of amounts due hereunder or its obligation to purchase or to advance funds hereunder, under a Liquidity Provider Agreement or a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);; or
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of any interest in the Asset Interest, Senior Securities or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement purchase or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder or under a Liquidity Provider Agreement or Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, ; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of any interest in the Asset Interest, the ReceivablesSenior Securities, the obligations hereunder, the funding of the purchase or any purchases hereunder increases hereunder, a Liquidity Provider Agreement or a Program Support Agreement, by an amount reasonably deemed by such Indemnified Party to be material, then, within ten (10) days on the next succeeding Business Day after demand in writing by such Indemnified Party through the Administrative Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified PartyParty shall be entitled to receive, pursuant to Section 4.9(a)(xvi) of the Pooling and Servicing Agreement, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official BodyGovernmental Authority, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official BodyGovernmental Authority, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or under a Liquidity Provider Agreement or Program Support Agreement or with respect hereto or thereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Indemnified Party to be material, then from time to timethen, within ten (10) days on the next succeeding Business Day after demand in writing by such Indemnified Party through the Administrative Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified PartyParty shall be entitled to receive, pursuant to Section 4.9(a)(xvi) of the Pooling and Servicing Agreement, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall Each Indemnified Party will promptly notify the SPV of any event of Administrative Agent and the Administrative Agent will promptly notify the Transferor upon learning that amounts for which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party is entitled to compensation pursuant to seek reimbursement under this Section 9.2; provided that no failure 6.02 ("Section 6.02 Costs") have begun to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensationaccrue. A notice by the Administrative Agent or the applicable Indemnified Party claiming compensation under this Section 6.02 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 , consistent with the averaging and attribution methods generally used by such Indemnified Party. Each of the Indemnified Parties further agrees to take such steps as may be reasonably available to it to avoid the contrary notwithstandingneed for, if or reduce the amount of, any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts that may thereafter accrue under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV6.02; provided, however, that if the Indemnified Parties shall have no obligation to take any such Additional Costs are attributable to the SPV, the Originator step that is inconsistent with its internal policy or the Servicer legal and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costsregulatory restrictions.
Appears in 1 contract
Samples: Security Purchase Agreement (Federated Department Stores Inc /De/)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law Law, accounting principle, or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law Law, accounting principle, or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any taxTax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider Liquidity Agreement, or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or income, other income tax or tax based on capital, net worth or comparable basis of measurement imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Liquidity Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder hereunder, under a Program Support Liquidity Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, or under a Program Support Liquidity Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Administrative Agent, the SPV shall pay to the Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Administrative Agent, the SPV shall pay to the Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Administrative Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s 's right to receive such compensation. A notice by the Administrative Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Norfolk Southern Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder or a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the related Class Agent, the SPV shall pay to the such Class Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the related Class Agent, the SPV shall pay to the such Class Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Each Class Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the a Class Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the applicable Class Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the an Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the an Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Boise Cascade Co)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Affected Party and any permitted assigns (collectively, the "Indemnified Party (or its applicable lending officeParties") to any tax, duty or other charge (other than Excluded Taxes) ------------------- with respect to this Agreement, the other Transaction Purchase Documents, the ownership, maintenance or financing of the Asset Purchased Interest, the Receivables or payments of amounts due hereunderthereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Purchase Documents, the ownership, maintenance or financing of the Asset Purchased Interest, the Receivables or payments of amounts due hereunder thereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Purchase Documents, the ownership, maintenance Purchased Interest or financing of the Asset Interest Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);; or
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Purchase Documents, the ownership, maintenance or financing of the Asset Purchased Interest, the Receivables or payments of amounts due hereunder thereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Purchase Documents, the ownership, maintenance Purchased Interest or financing of the Asset InterestReceivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Purchase Documents, the ownership, maintenance or financing of the Asset Purchased Interest, the Receivables or payments of amounts due hereunder thereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Purchase Documents, the ownership, maintenance Purchased Interest or financing of the Asset Interests, Receivables; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Purchase Documents, the ownership, maintenance or financing of the Asset Purchased Interest, the Receivables, the obligations hereunderthereunder, the funding of any purchases hereunder thereunder, under the Asset Purchase Agreement or a any DFC Program Support AgreementFacility credit agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) 10 days after demand in writing by such Indemnified Party through any Owner or the Administrative Agent, the SPV Seller shall pay to such Owner or the Agent, for the benefit of such Indemnified Party, Administrative Agent such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductioncost.
(b) If any Indemnified Party shall have determined that the adoption that, after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) 10 days after demand in writing by any Owner or the Administrative Agent, the Seller shall pay to such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Each Owner and the Administrative Agent shall will promptly notify the SPV Seller of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation9.02. A notice by the Agent any Owner, or the applicable Indemnified Party Administrative Agent on behalf of an Owner, claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party Owner may use any reasonable averaging and attributing methods. Payment of any indemnification amount under this Section 9.02 shall be contingent on the delivery of a certificate by the Owner to the Seller setting forth in reasonable detail the calculation employed by the Owner in determining the amount of such compensation claim.
(d) Anything in Each Indemnified Party agrees that it will use reasonable efforts to reduce or eliminate any claim for indemnity pursuant to this Section 9.2 9.02 including, subject to applicable Law, a change in the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition funding office of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPVIndemnified Party; provided, however, that if nothing contained herein shall -------- ------- obligate any Indemnified Party to take any action that imposes on such Additional Costs are attributable to the SPVIndemnified Party any additional costs or legal or regulatory burdens which such Indemnified Party reasonably considers material, the Originator nor which, in such Indemnified Party's reasonable opinion, would have an adverse effect on its business, operations or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costsfinancial condition.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Amerisource Distribution Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any law, bank regulatory guideline or directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider pursuant to Program Support Agreement or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party is organized or in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider pursuant to a Program Support Agreement or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider pursuant to a Program Support Agreement or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunderhereunder or under a Program Support Agreement, the funding of any purchases hereunder or a Program Support Agreement, Agreement or the provision of credit or liquidity under a Program Support Agreement by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Administrative Agent, the SPV shall pay to the Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof of any applicable Law Law, any generally accepted accounting principle or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official BodyBody or any accounting board or authority responsible for the establishment or interpretation of national or international accounting principles (other than with respect to an Accounting Based Consolidation Event (as defined in Schedule IV hereto)), or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body or the compliance with any law, bank regulatory guideline or directive of any Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or under a Program Support Agreement or with respect hereto or thereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Administrative Agent, the SPV shall pay to the Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The applicable Funding Agent shall promptly notify the SPV and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the such Funding Agent or the applicable Indemnified Party claiming compensation under this Section 9.2 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the such Funding Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the any Originator or the Master Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the any Originator or the Master Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Arrow Electronics Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline Bank Regulatory Guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline Bank Regulatory Guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guidelineBank Regulatory Guideline, whether or not having the force of Law):):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);;
(ii) shall impose, modify or deem applicable any reserve, assessment, fee, insurance charge, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, hereunder under a Program Support Liquidity Provider Agreement or the credit or liquidity support provided by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestTransferred Interest or the Receivables; oror
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider or otherwise in respect of to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestsTransferred Interests or the Receivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, a Liquidity Provider Agreement or a Program Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the any Administrative Agent, the SPV Transferor shall pay to the Agent, such Administrative Agent for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such tax, increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Indemnity for Taxes, Reserves and Expenses. (a) If if after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program the Liquidity Provider Agreement, the Credit Support Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program the Liquidity Provider Agreement, the Credit Support Agreement or the credit or liquidity support provided by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestTransferred Interest or the Receivables; or
(iii) other than Taxes or Excluded Taxes, imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program the Liquidity Provider Agreement, the Credit Support Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, Transferred Interests or the Receivables; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder or a Program hereunder, the Liquidity Provider Agreement, the Credit Support Agreement, or the credit support provided by the Credit Support Provider by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official BodyGovernmental Authority, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official BodyGovernmental Authority, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall Buyer and each other Owner will promptly notify the SPV Agent and the Agent will promptly notify the Transferor of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided 8.2, provided, that no any failure by any such Person to give or deliver any delay in giving such notice shall not impair or affect in any manner the Indemnified Party’s right to receive such compensationTransferor's obligations under this Section. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made in good faith and on a reasonable basis, reasonable written evidence (including an explanation of the applicable regulatory change and a reasonably detailed computation of an accounting for any amounts demanded) of which shall be provided to the Transferor upon request. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Each Indemnified Party agrees that it will use reasonable efforts to reduce or eliminate any claim for indemnity pursuant to this Section 8.2 including, subject to applicable law, a change in the funding office of such Indemnified Party; provided, however, that nothing contained herein shall obligate any Indemnified Party to take any action that imposes on such Indemnified Party any additional costs or legal or regulatory burdens which such Indemnified Party reasonably considers material, nor which, in such Indemnified Party's reasonable opinion, would have an adverse effect on its business, operations or financial condition.
(e) In determining amounts indemnified against under this Section 8.2, the parties shall take into account any Tax benefits to the Indemnified Party of the payment of Tax and the receipt of the indemnity provided for this Section 8.2.
(f) Anything in this Section 9.2 8.2 to the contrary notwithstanding, if any Conduit Investor Buyer enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor Buyer shall allocate the liability for any amounts under this Section 9.2 8.2 which are in connection with a Program the Liquidity Provider Agreement, the Credit Support Agreement or the credit or liquidity support provided by a Program the Credit Support Provider (“Additional "Section 8.2 Costs”") to the SPV Transferor and each Other SPVTransferor; provided, however, that if such Additional Section 8.2 Costs are attributable to the SPVTransferor, the Originator CAC or the Servicer and not attributable to any Other SPVTransferor, the SPV Transferor shall be solely liable for such Additional Section 8.2 Costs or if such Additional Section 8.2 Costs are attributable to Other SPVs Transferors and not attributable to the SPVTransferor, the Originator CAC or the Servicer, such Other SPVs Transferors shall be solely liable for such Additional Costs.Section 8.2
Appears in 1 contract
Samples: Transfer and Administration Agreement (Compucredit Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, hereunder under a Program Support Liquidity Provider Agreement or the credit or liquidity support provided by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestTransferred Interest or the Receivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program 52 Credit Support Provider or otherwise in respect of to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestsTransferred Interests or the Receivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, a Liquidity Provider Agreement or a Program Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the any Administrative Agent, the SPV Transferor shall pay to the Agent, such Administrative Agent for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such tax, increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacyadequacy or accounting principles, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the each case of any bank regulatory guidelineguideline or accounting principles, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto or otherwise as a consequence of the transactions contemplated hereby to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the any Administrative Agent, the SPV Transferor shall pay to the such Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent . For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall promptly notify the SPV of any event of which it has knowledgeconstitute an adoption, occurring after the date hereofchange, which will entitle an Indemnified Party to compensation pursuant request or directive subject to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods8.2(b).
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any 32 amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
): (i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestCertificates, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestCertificates, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest Certificates or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);
; (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestCertificates, the Receivables or 33 payments of amounts due hereunder or its obligation to advance funds hereunder, hereunder under a Program Support the Liquidity Provider Agreement or the credit or liquidity support provided by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestCertificates or the Receivables; or
or (iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestCertificates, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestsCertificates or the Receivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestCertificates, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, the Liquidity Provider Agreement or a Program the Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not 34 having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall will promptly notify the SPV Transferor of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensationSection. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor the Company enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor the Company shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program the Liquidity Provider Agreement, the Credit Support Agreement or the credit or liquidity support provided by a Program the Credit Support Provider (“Additional "Section 4.2 Costs”") to the SPV Transferor and each Other SPVTransferor; provided, however, that if such Additional Section 4.2 Costs are attributable to the SPV, the Originator Transferor or the Servicer and not attributable to any Other SPVTransferor, the SPV Transferor shall be solely liable for such Additional Section 4.2 Costs or if such Additional Section 4.2 Costs are attributable to Other SPVs Transferors and not attributable to the SPV, the Originator Transferor or the Servicer, such Other SPVs Transferors shall be solely liable for such Additional Costs.Section 4.2
Appears in 1 contract
Samples: Transfer and Administration Agreement (Nordstrom Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Buyer and any of its successors and assigns and any permitted assigns (collectively, the "Indemnified Party (or its applicable lending officeParties") to any cost, liability, tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Facility Documents, the ownershipPurchased Assets, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunderthereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Facility Documents, the ownershipPurchased Assets, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder thereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Facility Documents, the ownership, maintenance Purchased Assets or financing of the Asset Interest Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);; or
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Facility Documents, the ownershipPurchased Assets, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder thereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Facility Documents, the ownership, maintenance Purchased Assets or financing of the Asset InterestReceivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Facility Documents, the ownershipPurchased Assets, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder thereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Facility Documents, the ownership, maintenance Purchased Assets or financing of the Asset Interests, Receivables; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Facility Documents, the ownership, maintenance or financing of the Asset InterestPurchased Assets, the Receivables, the obligations hereunderthereunder, or the funding of any purchases hereunder or a Program Support Agreementthereunder, by an amount deemed by such Indemnified Party to be material, then, within ten (10) 10 days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Buyer or other Indemnified Party, the Originator shall pay or cause to be paid to the Buyer or such other Indemnified Party such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductioncost.
(b) If any Indemnified Party shall have determined that the adoption that, after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official BodyGovernmental Authority, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official BodyGovernmental Authority, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) 10 days after demand in writing by any Indemnified Party the Originator shall pay to such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall Buyer will promptly notify the SPV Originator of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation7.2. A notice by the Agent or the applicable Buyer on behalf of an Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party Buyer may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Purchase Agreement (Lexmark International Group Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support provided by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestTransferred Interest or the Receivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including including, without limitation, any loss of margin, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestsTransferred Interests or the Receivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, the Liquidity Provider Agreement or a Program the Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall will promptly notify the SPV Transferor of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation8.2. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder and the basis for calculation thereof shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 8.2 to the contrary notwithstanding, if any Conduit Investor the Company enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor the Company shall allocate the liability for any amounts under this Section 9.2 8.2 which are in connection with a Program the Liquidity Provider Agreement, the Credit Support Agreement or the credit or liquidity support provided by a Program the Credit Support Provider (“Additional Costs”"SECTION 8.2 COSTS") to the SPV Transferor and each Other SPVTransferor; providedPROVIDED, howeverHOWEVER, that if such Additional Section 8.2 Costs are attributable to the SPVTransferor, the Originator Parent or the Servicer and not attributable to any Other SPVTransferor, the SPV Transferor shall be solely liable for such Additional Section 8.2 Costs or if such Additional Section 8.2 Costs are attributable to Other SPVs Transferors and not attributable to the SPVTransferor, the Originator Parent or the Servicer, such Other SPVs Transferors shall be solely liable for such Additional Section 8.2 Costs.
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) other than Buyer B to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party other than Buyer B of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is locatedother than Buyer B);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support provided by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestTransferred Interest or the Receivables; or
(iii) other than Taxes or Excluded Taxes, imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, Transferred Interests or the Receivables; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, the Liquidity Provider Agreement or a Program the Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official BodyGovernmental Authority, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official BodyGovernmental Authority, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall Buyers and each Bank Investor will promptly notify the SPV Agent and the Agent will promptly notify the Transferor of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided 8.2, provided, that no any failure by any such Person to give or deliver any delay in giving such notice shall not impair or affect in any manner the Indemnified Party’s right to receive such compensationTransferor's obligations under this Section. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made in good faith and on a reasonable basis, reasonable written evidence (including an explanation of the applicable regulatory change and a reasonably detailed computation of an accounting for any amounts demanded) of which shall be provided to the Transferor upon request. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Each Indemnified Party agrees that it will use reasonable efforts to reduce or eliminate any claim for indemnity pursuant to this Section 8.2 including, subject to applicable law, a change in the funding office of such Indemnified Party; provided, however, that nothing contained herein shall obligate any Indemnified Party to take any action that imposes on such Indemnified Party any additional costs or legal or regulatory burdens which such Indemnified Party reasonably considers material, nor which, in such Indemnified Party's reasonable opinion, would have an adverse effect on its business, operations or financial condition.
(e) In determining amounts indemnified against under this Section 8.2, the parties shall take into account any Tax benefits to the Indemnified Party of the payment of Tax and the receipt of the indemnity provided for this Section 8.2.
(f) Anything in this Section 9.2 8.2 to the contrary notwithstanding, if any Conduit Investor Buyer A enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor Buyer A shall allocate the liability for any amounts under this Section 9.2 8.2 which are in connection with a Program the Liquidity Provider Agreement, the Credit Support Agreement or the credit or liquidity support provided by a Program the Credit Support Provider (“Additional "Section 8.2 Costs”") to the SPV Transferor and each Other SPVTransferor; provided, however, that if such Additional Section 8.2 Costs are attributable to the SPVTransferor, the Originator CAC or the Servicer and not attributable to any Other SPVTransferor, the SPV Transferor shall be solely liable for such Additional Section 8.2 Costs or if such Additional Section 8.2 Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.Other
Appears in 1 contract
Samples: Transfer and Administration Agreement (Compucredit Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):Regulatory Requirement:
(i) shall subject any Indemnified Party (or its applicable lending office) to any taxTax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestAffected Assets, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestAffected Assets, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest Affected Assets (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or income, other income tax or tax based on capital, net worth or comparable basis of measurement imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office or lending office with which the Loans are effectively connected is located);; provided, however, that a Lender or the Administrator, as appropriate, making a demand for indemnity payment shall provide the SPV with a certificate from the relevant taxing authority or from a responsible officer of such Lender or the Administrator stating or otherwise evidencing that such Lender or the Administrator has made payment of such Taxes and will provide a copy of or extract from documentation, if available, furnished by such taxing authority evidencing assertion or payment of such Taxes.
(ii) shall impose, modify or deem applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestAffected Assets, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestAffected Assets; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestAffected Assets, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, Affected Assets; and the result of any of the foregoing is is: (i) to increase the cost to fund or maintain the Loans hereunder and under other Transaction Documents or a Program Support Agreement or to perform its obligations under this Agreement and the other Transaction Documents, or (ii) to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this AgreementAgreement and, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder or a Program Support Agreement, Documents by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, then the SPV shall pay in accordance with Section 2.16(b) to the Facility Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof of hereof, any applicable Law or bank regulatory guideline regarding capital adequacyRegulatory Requirement (including any changes in GAAP, or any change therein, or any change after but only to the hereof in extent the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official BodyIndemnified Party seeks a similar indemnity from its customers generally), has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay in accordance with Section 2.16(b) to the Facility Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Facility Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the any Indemnified Party’s right to receive such compensationcompensation as long as such notice is given to the SPV within 120 days after the such Indemnified Party acquires such knowledge. A notice by the Facility Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Facility Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor Lender enters into agreements for the acquisition of interests in receivables from one or more Other SPVsother Persons, such Conduit Investor Lender shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPVsuch other Person; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPVother Person, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs other special purpose vehicles and not attributable to the SPV, the Originator or the Servicer, such Other SPVs other Persons shall be solely liable for such Additional Costs.
(e) The SPV acknowledges that any Indemnified Party may institute measures in anticipation of a Regulatory Requirement (including, without limitation, the imposition of internal charges on such Purchaser’s interests or obligations under this Agreement), and may commence allocating charges to or seeking compensation from the SPV under this Section 9.2 in connection with such measures, in advance of the effective date of such Regulatory Requirement, and the SPV agrees to pay such charges or compensation to the Facility Agent, for the benefit of such Indemnified Party, following demand therefor without regard to whether such effective date has occurred. The SPV further acknowledges that any charge or compensation demanded hereunder may take the form of a monthly charge to be assessed by such Indemnified Party.
Appears in 1 contract
Samples: Loan and Administration Agreement (Commercial Credit, Inc.)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law Governmental Rule or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law Governmental Rule or bank regulatory guideline by any Official Body Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of Law):a Governmental Rule): 27
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty duty, deduction or other charge (other than Excluded Taxes) with respect to this Agreementthe Trust Property, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunderthereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest thereof (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the United States of America, the jurisdiction in which such Indemnified Party’s principal executive office is locatedlocated or any other jurisdiction in which the Indemnified Party would be subject to such tax if the transactions contemplated by this Agreement had not occurred);; or
(ii) shall impose, modify or deem applicable any reserve, capital, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreementthe Contracts, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, Documents or payments of amounts due hereunder or its obligation thereunder (including with respect to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestEurocurrency liability reserves); or
(iii) imposes upon any Indemnified Party any other condition cost or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoingforegoing if such a contest is requested by the Transferor) with respect to this Agreementthe Contracts, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, Documents or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, thereunder; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by payments to such Indemnified Party with respect to the Contracts, the Pooling and Servicing Agreement, the Series 2001-1 Supplement, the Certificates, this Certificate Purchase Agreement, the other Transaction Documents, the ownership, maintenance Documents or financing payments of the Asset Interest, the Receivables, amounts due hereunder or thereunder or the obligations hereunder, hereunder or thereunder or the funding of any purchases hereunder or a Program Support Agreement, (including Incremental Fundings) with respect thereto by an amount deemed by such Indemnified Party to be materialany Owner, then, from time to time, the Transferor and the Servicer agree to pay such Indemnified Party, within ten (10) 10 days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party on an After-Tax Basis for such increased cost or reductionreduced payments.
(b) If any Indemnified Party shall have determined that the adoption that, after the date hereof hereof, the adoption of any applicable Law Governmental Rule or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official BodyGovernmental Authority, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official BodyGovernmental Authority, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but 28 for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, the Transferor and the Servicer agree to pay such Indemnified Party, within ten (10) 10 days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of any such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent Any Indemnified Party who makes a demand for payment of increased costs or capital pursuant to Section 8.04(a) or (b) shall promptly notify deliver to the SPV of any event of which it has knowledge, occurring after Transferor and the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and Servicer a certificate setting forth in reasonable detail the additional amount computation of such increased costs or amounts to be paid to it hereunder shall be conclusive in capital and specifying the basis therefor. In the absence of manifest error, such certificate shall be conclusive and binding for all purposes. In determining such amount, the Agent or any applicable Each Indemnified Party may shall use reasonable efforts to mitigate the effect upon the Transferor and the Servicer of any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one such increased costs or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPVcapital requirements; provided, however, it shall not be obligated to take any action that if such Additional Costs are attributable it determines would be disadvantageous to the SPV, the Originator it or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costsinconsistent with its policies.
Appears in 1 contract
Samples: Certificate Purchase Agreement (Bally Total Fitness Holding Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending officeApplicable Lending Office) to any tax, duty or other charge (other than Excluded Taxes, as defined below) with respect to this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset InterestNet Investment, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset InterestNet Investment, or payments of amounts due hereunder or its obligation to advance funds hereunder, under either directly or through a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset Interest Net Investment (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset InterestNet Investment, or payments of amounts due hereunder or its obligation to advance funds hereunder, under either directly or through a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset InterestNet Investment; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset InterestAffected Assets or Net Investment, or payments of amounts due hereunder or its obligation to advance funds hereunder under funds, either directly or through a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset InterestsNet Investment, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Loan Agreement, the other Transaction Operative Documents, the ownership, maintenance or financing of the Asset InterestNet Investment, the ReceivablesAccounts, the obligations hereunder, the funding of any purchases Loans hereunder or a through Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Borrower shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official BodyGovernmental Authority, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official BodyGovernmental Authority, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (and in the case of the Lender, any Program Support Provider) (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (and in the case of the Lender, any Program Support Provider) (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Borrower shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (and in the case of the Lender, any Program Support Provider) (or its parent) for such reduction. For the avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 7.2(b).
(c) The Agent shall promptly notify the SPV Borrower in writing of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.27.2; provided that no failure to give or any delay in giving such notice (so long as such notice is given before the day which is one day and a year after the payment in full of all outstanding Commercial Paper of the Lender or other Indebtedness of the Lender) shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods. The Indemnified Party shall provide the Borrower with reasonably detailed calculations supporting such amounts.
(d) Anything in this Section 9.2 7.2 to the contrary notwithstanding, if any Conduit Investor the Lender enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor the Lender shall allocate the liability for any amounts under this Section 9.2 7.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV Borrower and each Other SPVTransferor; provided, however, that if such Additional Costs are attributable to the SPVBorrower, the Originator Originator, any Eligible Originator, the Master Servicer or the Back-up Servicer and not attributable to any Other SPVTransferor, the SPV Borrower shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs Transferors and not attributable to the SPVBorrower, the Originator Originator, the Master Servicer or the Back-up Servicer, such Other SPVs Transferors shall be solely liable for such Additional Costs. The Lender shall provide the Borrower with written notice of any such Additional Costs accompanied by reasonably detailed calculations supporting such Additional Costs.
Appears in 1 contract
Samples: Variable Funding Loan Agreement (Walter Industries Inc /New/)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Pledged Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Pledged Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Pledged Interest or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located)any jurisdiction;
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified 102 109 Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Pledged Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support provided by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestPledged Interest or the Receivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable external attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Pledged Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestsPledged Interests or the Receivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Pledged Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, the Liquidity Provider Agreement or a Program the Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after written demand in writing (including an explanation of the basis for such demand) by such Indemnified Party through the Agent, the SPV Pledgors shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.. 110
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Pledgors shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall will promptly notify the SPV Pledgors of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation8.2. A notice (including an explanation of the basis for such demand) by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methodsmethods consistent with those used for similar transactions.
(d) Anything in this Section 9.2 With respect to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability to any Indemnified Party for any amounts under this Section 9.2 which are 8.2 ("Section 8.2 Costs"), the Agent agrees that it shall, upon the incurring of any Section 8.2 Costs, take such steps as may be reasonable, and consult with the Pledgors in connection good faith with a Program Support Agreement view toward agreeing to alternative arrangements, for avoiding or mitigating (consistent with the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.internal 104 111
Appears in 1 contract
Samples: Transfer and Administration Agreement (Unicapital Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing DateDecember 11, 1998, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Transfer Documents, the ownership, maintenance or financing of the Asset Interest, Eligible Loans or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Transfer Documents, the ownership, maintenance or financing of the Asset Interest, Eligible Loans or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Revolving Asset Purchase Agreement or the credit or liquidity support furnished by a the Program Support Provider Bank or otherwise in respect of this Agreement, the other Transaction Transfer Documents, the ownership, maintenance or financing of the Asset Interest Eligible Loans (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Transfer Documents, the ownership, maintenance or financing of the Asset Interest, Eligible Loans or payments of amounts due hereunder or its obligation to advance funds hereunder, hereunder under a Program Support the Revolving Asset Purchase Agreement or the credit or liquidity support provided by a the Program Support Provider Bank or otherwise in respect of this Agreement, the other Transaction Transfer Documents, or the ownership, maintenance or financing of the Asset InterestEligible Loans; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Transfer Documents, the ownership, maintenance or financing of the Asset Interest, Eligible Loans or payments of amounts due hereunder or its obligation to advance funds hereunder hereunder, under a Program Support the Revolving Asset Purchase Agreement or the credit or liquidity support furnished by a the Program Support Provider Bank or otherwise in respect of this Agreement, the other Transaction Transfer Documents, or the ownership, maintenance or financing of the Asset InterestsEligible Loans, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Transfer Documents, the ownership, maintenance or financing of the Asset Interest, the ReceivablesEligible Loans, the obligations hereunder, the funding of any purchases hereunder hereunder, the Revolving Asset Purchase Agreement or a the Program Support Credit Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Administrative Agent, the SPV Seller shall pay to the Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that after December 11, 1998, the adoption after the date hereof of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Administrative Agent, the SPV Seller shall pay to the Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Administrative Agent shall will promptly notify the SPV Seller of any event of which it has knowledge, occurring after the date hereofDecember 11, 1998, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation12.2. A notice by the Administrative Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Mortgage Loan Repurchase and Servicing Agreement (PHH Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any law, bank regulatory guideline or directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded TaxesTaxes and Taxes to which Section 9.3 applies) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider pursuant to Program Support Agreement or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party is organized or in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider pursuant to a Program Support Agreement or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider pursuant to a Program Support Agreement or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunderhereunder or under a Program Support Agreement, the funding of any purchases hereunder or a Program Support Agreement, Agreement or the provision of credit or liquidity under a Program Support Agreement by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Administrative Agent, the SPV shall pay to the Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(ba) If any Indemnified Party shall have determined that the adoption after the date hereof (i) the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any clarification or change after the hereof in the interpretation or administration thereof by any Official Body, or (ii) any request request, guidance or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, or (iii) the compliance, application or implementation by the Indemnified Party of any of the foregoing (i) or (ii) or any existing applicable Law or bank regulatory guideline regarding capital adequacy has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or under a Program Support Agreement or with respect hereto or thereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoptionany of the occurrences set forth in the foregoing (i), change, request (ii) or directive (iii) (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Administrative Agent, the SPV shall pay to the Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. The amounts due and payable to an Indemnified Party under this Section shall be considered Aggregate Unpaids.
(cb) The applicable Funding Agent shall promptly notify the SPV and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the such Funding Agent or the applicable Indemnified Party claiming compensation under this Section 9.2 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the such Funding Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(dc) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the any Originator or the Master Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the any Originator or the Master Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Arrow Electronics Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law applicable law, rule, standard or bank regulatory guideline regulation by any Official Body or any amendment or change in the administration, interpretation or application of any existing or future Law applicable law, rule, standard or bank regulatory guideline regulation by any Official Body charged with the administration, interpretation or application thereofthereof (including, but not limited to, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board) or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of LawGovernmental Rule):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty duty, deduction or other charge (other than Excluded Taxes) with respect to this the Dealer Notes, the Pooling and Servicing Agreement, the other Transaction DocumentsSeries Supplement, the ownershipSeries 2000-VFC Certificate, maintenance or financing of the Asset Interest, this Agreement or payments of amounts due hereunderthereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest thereof (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax (including by means of withholding) imposed on such Indemnified Party by the United States of America, the jurisdiction in which such Indemnified Party’s principal executive office is locatedlocated or any other jurisdiction in which the Indemnified Party would be subject to such tax even if the transactions contemplated by this Agreement had not occurred);; or
(ii) shall impose, modify or deem applicable any reserve, capital, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this the Dealer Notes, the Pooling and Servicing Agreement, the other Transaction DocumentsSeries Supplement, the ownershipSeries 2000-VFC Certificate, maintenance or financing of the Asset Interest, this Agreement or payments of amounts due hereunder or its obligation thereunder (including with respect to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestEurocurrency liability reserves); or
(iii) imposes upon any Indemnified Party any other condition cost or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoingforegoing if such a contest is requested by the Applicable Indemnifying Party) with respect to this Agreementthe Dealer Notes, the other Transaction DocumentsSeries 2000-VFC Certificate, the ownership, maintenance or financing of the Asset Interest, any Series Document or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, thereunder; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by payments to such Indemnified Party with respect to this the Dealer Notes, the Pooling and Servicing Agreement, the other Transaction DocumentsSeries Supplement, the ownershipSeries 2000-VFC Certificate, maintenance this Agreement or financing payments of the Asset Interest, the Receivables, amounts due thereunder or the obligations hereunder, thereunder or the funding of any purchases hereunder or a Program Support Agreement(including Incremental Fundings) with respect thereto by any Purchaser, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by then such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductionreduced payments shall be payable to such Indemnified Party in accordance with Section 9.05(c).
(b) If any Indemnified Party shall have determined that the adoption that, after the date hereof hereof, the adoption of any applicable Law law, rule, standard or bank regulatory guideline regulation by any Official Body regarding or related to capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding or related to capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of lawa Governmental Rule) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reductionreduction shall be payable to such Indemnified Party in accordance with Section 9.05(c). For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 9.4(b).
(c) The Agent Any Indemnified Party who makes a demand for payment of increased costs or capital pursuant to Section 9.04(a) or (b) shall promptly notify deliver to the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and Seller a certificate setting forth in reasonable detail the additional amount computation of such increased costs or amounts to be paid to it hereunder shall be conclusive in capital and specifying the basis therefor. In the absence of manifest error, such certificate shall be conclusive and binding for all purposes. In determining such amount, the Agent or any applicable Each Indemnified Party may shall use reasonable efforts to mitigate the effect upon of any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one such increased costs or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPVcapital requirements; provided, however, it shall not be obligated to take any action that if such Additional Costs are attributable it determines would be disadvantageous to the SPV, the Originator it or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costsinconsistent with its policies.
Appears in 1 contract
Samples: Certificate Purchase Agreement (Navistar Financial Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any law, bank regulatory guideline or directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider pursuant to Program Support Agreement or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party is organized or in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider pursuant to a Program Support Agreement or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider pursuant to a Program Support Agreement or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder or a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.,
(b) If any Indemnified Party shall have determined that the adoption after the date hereof (i) the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any clarification or change after the hereof in the interpretation or administration thereof by any Official Body, or (ii) any request request, guidance or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, or (iii) the compliance, application or implementation by the Indemnified Party of any of the foregoing (i) or (ii) or any existing applicable Law or bank regulatory guideline regarding capital adequacy has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or under a Program Support Agreement or with respect hereto or thereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoptionany of the occurrences set forth in the foregoing (i), change, request (ii) or directive (iii) (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Administrative Agent, the SPV shall pay to the Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. The amounts due and payable to an Indemnified Party under this Section shall be considered Aggregate Unpaids.
(c) The applicable Funding Agent shall promptly notify the SPV and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the such Funding Agent or the applicable Indemnified Party claiming compensation under this Section 9.2 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the such Funding Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the any Originator or the Master Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the any Originator or the Master Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Arrow Electronics Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, hereunder under a Program Support Liquidity Provider Agreement or the credit or liquidity support provided by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestTransferred Interest or the Receivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider or otherwise in respect of to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestsTransferred Interests or the Receivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, a Liquidity Provider Agreement or a Program Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the any Administrative Agent, the SPV Transferor shall pay to the Agent, such Administrative Agent for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such tax, increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the any Administrative Agent, the SPV Transferor shall pay to the such Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Each Administrative Agent shall will promptly notify the SPV Transferor of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation8.2. A notice by the an Administrative Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the such Administrative Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 8.2 to the contrary notwithstanding, if any a Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 8.2 which are in connection with a Program Credit Support Agreement or the credit or liquidity support provided by a Program the Credit Support Provider or, in the case of Enterprise, the Liquidity Provider Agreement to which Enterprise is a party (“Additional Costs”"SECTION 8.2 COSTS") to the SPV Transferor and each Other SPVTransferor; providedPROVIDED, howeverHOWEVER, that if such Additional Section 8.2 Costs are attributable to the SPV, the Originator or the Servicer any Parent Group Member and not attributable to any Other SPVTransferor, the SPV Transferor shall be solely liable for such Additional Section 8.2 Costs or if such Additional Section 8.2 Costs are attributable to Other SPVs Transferors and not attributable to the SPV, the Originator or the Servicerany Parent Group Member, such Other SPVs Transferors shall be solely liable for such Additional Costs.Section 8.2
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care Holdings Inc /Ny/)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the 49 ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, hereunder under a Program Support Liquidity Provider Agreement or the credit or liquidity support provided by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestTransferred Interest or the Receivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider or otherwise in respect of to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestsTransferred Interests or the Receivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, a Liquidity Provider Agreement or a Program Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the any Administrative Agent, the SPV Transferor shall pay to the Agent, such Administrative Agent for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such tax, increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacyadequacy or accounting principles, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the each case of any bank regulatory guidelineguideline or accounting principles, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto or otherwise as a consequence of the transactions contemplated hereby to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the any Administrative Agent, the SPV Transferor shall pay to the such Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent . For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall promptly notify the SPV of any event of which it has knowledgeconstitute an adoption, occurring after the date hereofchange, which will entitle an Indemnified Party to compensation pursuant request or directive subject to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods8.2(b).
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);
; (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, hereunder under a Program Support the Liquidity Provider Agreement or the credit or liquidity support provided by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestTransferred Interest or the Receivables; or
or (iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestsTransferred Interests or the Receivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, the Liquidity Provider Agreement or a Program the Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Metris Companies Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Lawlaw):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestSenior Class Certificates, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestSenior Class Certificates, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest Senior Class Certificates or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemSystem other than any such requirement used in determining the Adjusted LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestSenior Class Certificates, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestSenior Class Certificates or the Receivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestSenior Class Certificates, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, Senior Class Certificates or the Receivables; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestSenior Class Certificates, the Receivables, the obligations hereunder, the funding of any purchases hereunder or hereunder, a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Each Senior Class Agent shall will notify the Agent and the Agent will promptly notify the SPV Transferor of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensationSection. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 4.2 to the contrary notwithstanding, if any a Senior Class Conduit Investor enters into agreements for the acquisition of certificates representing interests in other receivables from one or more Other SPVsTransferors, such Senior Class Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity program support provided by a Program Support Provider (“Additional "Section 4.2 Costs”") to the SPV Transferor and each Other SPVTransferor; provided, however, that if such Additional Section 4.2 Costs are attributable to the SPVTransferor, the an Eligible Originator or the Servicer and not attributable to any Other SPVTransferor, the SPV Transferor shall be solely liable for such Additional Section 4.2 Costs or if such Additional Section 4.2 Costs are attributable to Other SPVs Transferors and not attributable to the SPVTransferor, the an Eligible Originator or the Servicer, such Other SPVs Transferors shall be solely liable for such Additional Section 4.2 Costs.
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any taxTaxes, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset InterestInterest (other than reserves already taken into account in calculating the Eurodollar Reserve Percentage); or
(iii) imposes shall impose upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing, but excluding Taxes and Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder or under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to to, or to reduce the amount of any sum received or receivable by by, such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases Investments hereunder or under a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within on the Settlement Date occurring at least ten (10) days after the demand in writing by such Indemnified Party through the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or Law, bank regulatory guideline regarding capital adequacy, or generally accepted accounting standard, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, or the implementation of any such change, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within on the Settlement Date occurring at least ten (10) days after demand demand, in writing the form of a notice as set forth in clause (c) below, by such Indemnified Party through the Agent or the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. For the avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board (including Interpretation No. 46: Consolidation of Variable Interest Entities (or any future statement or interpretation issued by the Financial Accounting Standards Board or any successor thereto)) shall constitute an adoption, change, request or directive, and any implementation thereof shall be, subject to this Section 9.3(b).
(c) The Agent Each Indemnified Party shall promptly notify the SPV in writing of any event of which it has knowledge, occurring after the date hereof, which will entitle an such Indemnified Party to compensation pursuant to this Section 9.29.3; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or a Managing Agent on behalf of the applicable Indemnified Party claiming compensation under this Section 9.3 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods. Any demand for compensation under this Section 9.3 shall be accompanied by a certificate as to the amount requested which shall set forth a reasonably detailed calculation for such requested amount. Notwithstanding anything in this Agreement to the contrary, the SPV shall not be obligated to make any payment to any Indemnified Party under this Section 9.3 for any period more than one hundred eighty (180) days prior to the date on which such Indemnified Party gives written notice to the SPV of its intent to request such payment under this Section 9.3.
(d) Anything in this Section 9.2 Notwithstanding anything herein to the contrary notwithstandingcontrary, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts indemnity payable under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided 9.3 shall be payable by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to in accordance with the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costspriority of payments in Section 2.12.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Ashland Inc.)
Indemnity for Taxes, Reserves and Expenses. (a) If ------------------------------------------ after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Lawlaw):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestSenior Class Certificates, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestSenior Class Certificates, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest Senior Class Certificates or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemSystem other than any such requirement used in determining the Adjusted LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestSenior Class Certificates, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestSenior Class Certificates or the Receivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestSenior Class Certificates, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestsSenior Class Certificates or the Receivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestSenior Class Certificates, the Receivables, the obligations hereunder, the funding of any purchases hereunder or hereunder, a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Each Senior Class Agent shall will notify the Agent and the Agent will promptly notify the SPV Transferor of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensationSection. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 4.2 to the contrary notwithstanding, if any a Senior Class Conduit Investor enters into agreements for the acquisition of certificates representing interests in other receivables from one or more Other SPVsTransferors, such Senior Class Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity program support provided by a Program Support Provider (“Additional "Section 4.2 Costs”") to the SPV Transferor and each Other SPVTransferor; provided, ------------------- -------- however, that if such Additional Section 4.2 Costs are attributable to the SPVTransferor, the an ------- Eligible Originator or the Servicer and not attributable to any Other SPVTransferor, the SPV Transferor shall be solely liable for such Additional Section 4.2 Costs or if such Additional Section 4.2 Costs are attributable to Other SPVs Transferors and not attributable to the SPVTransferor, the an Eligible Originator or the Servicer, such Other SPVs Transferors shall be solely liable for such Additional Costs.Section 4.2
Appears in 1 contract
Samples: Certificate Purchase Agreement (Saks Credit Card Master Trust)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i1) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNote, maintenance or financing of the Asset InterestNet Investment, the Collateral or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction DocumentsNote, the ownershipNet Investment, maintenance or financing of the Asset Interest, Collateral or payments of amounts due hereunder or its obligation to advance funds hereunderunder the Liquidity Agreement, under a the Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNote, maintenance the Net Investment or financing of the Asset Interest Collateral (except Excluded Taxes and for changes in the rate of federal, state or local general corporate, franchise, net income or other income or similar tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);; or
(ii2) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNote, maintenance or financing of the Asset InterestNet Investment, the Collateral or payments of amounts due hereunder or its obligation to advance funds hereunderunder the Liquidity Agreement, under a the Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction DocumentsNote, the ownership, maintenance Net Investment or financing of the Asset Interest; orCollateral;
(iii3) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNote, maintenance or financing of the Asset InterestNet Investment, the Collateral or payments of amounts due hereunder or its obligation to advance funds hereunder under a the Liquidity Agreement or the Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction DocumentsNote, the ownership, maintenance Net Investment or financing of the Asset Interests, Collateral; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction DocumentsSecurity Agreement, the ownership, maintenance or financing of the Asset InterestNote, the ReceivablesNet Investment, the Collateral, the obligations hereunder, the funding of any purchases hereunder hereunder, the Liquidity Agreement or a the Program Support Agreement, by an amount reasonably deemed by such Indemnified Party to be material, then, then within ten (10) 10 days after demand in writing by such Indemnified Party through the AgentCompany, the SPV Issuer shall pay to the Agent, for the benefit of such Indemnified Party, Company such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductionPROVIDED that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date the Company first notifies the Issuer of its intention to demand compensation therefor under this Section 5.2(a).
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Indemnified Party to be material, then from time to time, within ten (10) 10 days after demand in writing by such Indemnified Party through the AgentCompany, the SPV Issuer shall pay to the Agent, for the benefit of such Indemnified Party, Company such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction; PROVIDED that no such amount shall be payable with respect to any period commencing less than 30 days after the date the Company first notifies the Issuer of its intention to demand compensation under this Section 5.2(b).
(c) The Agent shall Company will promptly notify the SPV Issuer of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation5.2. A notice by the Agent or the applicable Indemnified Party Company claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party Company may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 5.2 to the contrary notwithstanding, if any Conduit Investor the Company enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor the Company shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider 5.2 (“Additional Costs”"SECTION 5.2 COSTS") ratably to the SPV Issuer and each Other SPVTransferor; providedPROVIDED, howeverHOWEVER, that if such Additional Section 5.2 Costs are attributable to the SPV, the Originator or the Servicer Issuer and not attributable to any Other SPVTransferor, the SPV Issuer shall be solely liable for such Additional Section 5.2 Costs or if such Additional Section 5.2 Costs are attributable to Other SPVs Transferors and not attributable to the SPV, the Originator or the ServicerIssuer, such Other SPVs Transferors shall be solely liable for such Additional Section 5.2 Costs.
Appears in 1 contract
Samples: Note Purchase Agreement (Credit Acceptance Corporation)
Indemnity for Taxes, Reserves and Expenses. (a1) If after the Closing Date, (w) the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereofthereof (including, without limitation, any issuance pursuant to any Existing Law of any regulation that is not in effect on the date hereof or the compliance application or implementation of any Existing Law, whether or not in effect on the date hereof, with respect to any directive Indemnified Party), (x) any directive, guidance or request of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law), (y) the compliance of the Indemnified Party with, or the application or implementation by the Indemnified Party of, any of the foregoing subclauses (w) or (x), or (z) any change as determined in the reasonable discretion of the Indemnified Party after the date hereof, in the compliance of the Indemnified Party with, or the application or implementation by the Indemnified Party of, any Existing Law (a “Change in Law”):
(i) shall subject any Indemnified Party (or its applicable lending office) to any taxTaxes, duty or other charge (other than Taxes which are covered by Section 9.4 or Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the 75 Asset Interest (except Excluded for Taxes which are covered by Section 9.4, and for the imposition or changes in the rate of general corporate, franchise, net income or other income tax any Excluded Tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset InterestInterest (other than reserves already taken into account in calculating the Eurodollar Reserve Percentage); or
(iii) imposes shall impose upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing, but excluding Taxes and Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder or under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to to, or to reduce the amount of any sum received or receivable by by, such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases Investments hereunder or under a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within on the next Settlement Date occurring at least ten (10) days after the demand in writing by such Indemnified Party through the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(bi) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, (i) the adoption of any applicable Law or Law, bank regulatory guideline regarding capital adequacyadequacy or liquidity requirements, or generally accepted accounting standard, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or (including, without limitation, any issuance pursuant to any Existing Law of any regulation that is not in effect on the date hereof), (ii) any guidance, request or directive regarding capital adequacy or liquidity requirements (in the case of any bank regulatory guideline, whether or not having the force of law) 76 of any such Official Body, or (iii) the compliance of the Indemnified Party with, or the application or implementation by the Indemnified Party of, any of the foregoing subclauses (i) or (ii), or (iii) any change as determined in the reasonable discretion of the Indemnified Party, after the date hereof, in the compliance of the Indemnified Party with, or the application or implementation by the Indemnified Party of, any Existing Law, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoptionthe occurrences described in the foregoing subclauses (i), change, request (ii) or directive (iii) (taking into consideration its policies with respect to capital adequacyadequacy or liquidity requirements) by an amount deemed by such Indemnified Party to be material, then from time to time, within on the next Settlement Date occurring at least ten (10) days after demand demand, in writing the form of a notice as set forth in clause (c) below, by such Indemnified Party through the Agent or the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(cj) The Agent shall promptly Each Indemnified Party shall, as soon as practicable, notify the SPV in writing of any event of which it has knowledge, occurring after the date hereof, hereof for which will entitle an such Indemnified Party to will or will likely seek compensation pursuant to this Section 9.29.3; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or a Managing Agent on behalf of the applicable Indemnified Party claiming compensation under this Section 9.3 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
methods and shall have applied consistent return metrics to other similarly situated Persons (dafter consideration of, among other things, factors including facility pricing, structure, usage patterns, capital treatment and relationship) Anything in this Section 9.2 with respect to the contrary notwithstanding, if any Conduit Investor enters into agreements such amount and compensation. Any demand for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts compensation under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided 9.3 shall be accompanied by a Program Support Provider (“Additional Costs”) certificate as to the SPV and each Other SPV; provided, however, that if amount requested which shall set forth a reasonably detailed calculation for such Additional Costs are attributable requested amount. Notwithstanding anything in this Agreement to the SPV, the Originator or the Servicer and not attributable to any Other SPVcontrary, the SPV shall not be solely liable obligated to make any payment to any Indemnified Party under this Section 9.3 for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable any period prior to the SPVdate on which such Indemnified Party gives written notice to the SPV of its intent to request such payment under this Section 9.3.
(k) Notwithstanding anything herein to the contrary, the Originator or the Servicer, such Other SPVs any indemnity payable under this Section 9.3 shall be solely liable for such Additional Costspayable by the SPV in accordance with the priority of payments in Section 2.12.
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder or a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Diebold Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, hereunder under a Program Support the Liquidity Provider Agreement or the credit or liquidity support provided by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestTransferred Interest or the Receivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestsTransferred Interests or the Receivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, the Liquidity Provider Agreement or a Program the Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the AgentParty, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through any of the AgentPurchaser Agents, the SPV Transferor shall pay to the applicable Purchaser Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The applicable Purchaser Agent shall will promptly notify the SPV Transferor of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation8.2. A notice by any of the Agent Purchaser Agents or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, any of the Agent Purchaser Agents or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 8.2 to the contrary notwithstanding, if any Conduit Investor a Purchaser enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor Purchaser shall allocate the liability for any amounts under this Section 9.2 8.2 which are in connection with a Program the Liquidity Provider Agreement, the Credit Support Agreement or the credit or liquidity support provided by a Program the Credit Support Provider (“Additional "Section 8.2 Costs”") to the SPV Transferor and each Other SPVTransferor; provided, however, that if such Additional Section 8.2 Costs are attributable to the SPV, the Originator Transferor or the Servicer Collection Agent and not attributable to any Other SPVTransferor, the SPV Transferor shall be solely liable for such Additional Section 8.2 Costs or if such Additional Section 8.2 Costs are attributable to Other SPVs Transferors and not attributable to the SPV, the Originator Transferor or the ServicerCollection Agent, such Other SPVs Transferors shall be solely liable for such Additional Section 8.2 Costs.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Metris Direct Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Pledged 94 100 Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Pledged Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Pledged Interest or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located)any jurisdiction;
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Pledged Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support provided by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestPledged Interests or the Receivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable external attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Pledged Interest, the Receivables or payments of amounts due hereunder or its obligation to 95 101 advance funds hereunder under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestsPledged Interest or the Receivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Pledged Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, the Liquidity Provider Agreement or a Program the Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after written demand in writing (including an explanation of the basis for such demand) by such Indemnified Party through the Agent, the SPV Borrower shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Borrower shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall will promptly notify the SPV Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation8.2. A notice (including an explanation of the basis for such demand) by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methodsmethods consistent with those used for similar transactions.
(d) Anything in this Section 9.2 With respect to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability to any Indemnified Party for any amounts under this Section 9.2 which are 8.2 ("Section 8.2 Costs"), the Agent agrees that it shall, upon the incurring of any Section 8.2 Costs, take such steps as may be reasonable, and consult with the Borrower in connection good faith with a Program Support Agreement view toward agreeing to alternative arrangements, for avoiding or mitigating (consistent with the credit internal policies and governance and legal and regulatory restrictions of the applicable Indemnified Party and without requiring the incurring of any additional costs by, or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicerotherwise being disadvantageous to, such Other SPVs shall be solely liable for such Additional Costs.party) additional Section 8.2
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject subjects any Indemnified Party (or its applicable lending office) to any tax, duty or other charge Taxes (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, any of the transactions contemplated hereby or thereby or payments of amounts due hereunder, or shall change changes the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, any of the transactions contemplated hereby or thereby or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest or any transactions contemplated hereby or thereby (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall imposeimposes, modify modifies or deem deems applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party Party, or shall impose imposes on any Indemnified Party or on the United States market for certificates of deposit or deposit, the London interbank market or any other market in which funds are normally raised or deposited any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, any of the transactions contemplated hereby or thereby or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, any of the transactions contemplated hereby or thereby; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, any of the transactions contemplated hereby or thereby or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Purchased Receivables, the obligations hereunder, the funding of any purchases hereunder or a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, thenor to in any way restrict the free transferability or convertibility of any currency, or restrict the consummation of any spot, forward, hedging or other transaction involving such currency, then within ten (10) 10 days after demand in writing by such Indemnified Party through the Agent, the SPV Company shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) 10 days after demand in writing by such Indemnified Party through the Agent, the SPV Company shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. For the avoidance of doubt, any rule, regulation or interpretation issued by any financial accounting standards board shall constitute an adoption, change, request or directive subject to this Clause 7.2(b).
(c) The Agent shall promptly notify the SPV Company of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2Clause 7.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section Clause and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 Clause 7.2 to the contrary notwithstanding, if any Conduit Investor the CP Lender enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor the CP Lender shall allocate the liability for any amounts under this Section 9.2 Clause 7.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV Company and each Other SPV; provided, however, provided that if such Additional Costs are attributable to the SPV, the Originator Company or the Servicer any AGCO Party and not attributable to any Other SPV, the SPV Company shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator Company or the Servicerany AGCO Party, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. (a) If If, after the Closing Datedate hereof, the adoption of any Law law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law law or bank regulatory guideline by any Official Body Governmental Entity charged with the administration, interpretation or application thereof, or the compliance with any request or directive of any Official Body Governmental Entity (in the case of any bank regulatory guideline, whether or not having the force of Lawlaw):
(ia) shall subject subjects any Indemnified Affected Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) tax of any kind with respect to this Agreement, Agreement or the other Transaction Documents, the ownership, maintenance Notes or financing of the Asset Interest, or payments of amounts due hereunder, or shall change changes the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation thereunder or with respect to advance funds hereunder, under a Program Support this Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect any of this Agreement, the other Transaction Loan Documents, the ownership(including, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of without limitation, any sales, gross receipts, general corporate, franchisepersonal property, privilege or license taxes, and including claims, losses and liabilities arising from any failure to pay or delay in paying any such tax (unless such failure or delay results 77 80 solely from such Affected Party's negligence or willful misconduct), but excluding (i) federal, state or local taxes based on net income incurred by such Affected Party arising out of or under this Agreement or any of the other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is locatedLoan Documents) and (ii) Taxes, Other Taxes and any taxes, levies, imposts, deductions, charges or withholding specifically excluded under Section 2.10(a);
(iib) shall imposeimposes, modify modifies or deem deems applicable any reservereserve (including, without limitation, any reserve imposed by the Board), special deposit or similar requirement (including any such requirement imposed by the Board of Governors against assets of the Federal Reserve System) against assets ofBorrower and the Guarantors held by, credit to the Borrower and the Guarantors extended by, deposits of the Borrower and the Guarantors with or for the account of, or credit extended other acquisition of funds of the Borrower and the Guarantors by, any Indemnified Party Affected Party;
(c) shall change the amount of capital maintained or shall impose on any Indemnified Party requested or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation directed to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided be maintained by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interestan Affected Party; or
(iiid) imposes upon any Indemnified an Affected Party any other condition or expense (including any including, without limitation, (i) loss of margin, reasonable margin and (ii) attorneys’ ' fees and expenses, expenses incurred by officers or employees of an Affected Party (or any successor thereto) and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, Agreement or any of the other Transaction Documents, Loan Documents or the ownershippurchase, maintenance or financing funding of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished Loans by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interestsan Affected Party, and the result of any of the foregoing is to increase the cost to or to to, reduce the amount income receivable by, reduce the rate of return on capital of, or impose any sum received or receivable by such Indemnified expense (including loss of margin) upon, an Affected Party with respect to this Agreement, any of the other Transaction Loan Documents, the ownership, maintenance obligations hereunder or financing thereunder or the funding of the Asset Interest, the Receivables, the obligations Loans hereunder, the funding Affected Party may notify the Indemnifying Party of any purchases hereunder the amount of such increase, reduction, or a Program Support Agreementimposition, by an amount deemed by such Indemnified Party and the Indemnifying Parties hereby jointly and severally agree to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for Affected Party the benefit of such Indemnified Party, such additional amount or amounts as will the Affected Party deems necessary to compensate such Indemnified the Affected Party for such increased cost increase, reduction or reduction.
(b) If any Indemnified Party imposition which determination shall have determined that be conclusive. Such amounts shall be due and payable by the adoption after the date hereof of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) Indemnifying Parties 15 days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methodsis given.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. (ai) If ------------------------------------------ after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(iA) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, Transferred Interest or the ownership, maintenance or financing of the Asset Interest Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);
(iiB) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, Transferred Interest or the ownership, maintenance or financing of the Asset InterestReceivables; or
(iiiC) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, Transferred Interests or the ownership, maintenance or financing of the Asset InterestsReceivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables, the obligations hereunder, hereunder or the funding of any purchases hereunder or a Program Support Agreementhereunder, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the AgentK2F, the SPV Seller shall pay to the Agent, for the benefit of such Indemnified Party, K2F such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(bii) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the AgentK2F, the SPV Seller shall pay to the Agent, for the benefit of such Indemnified Party, K2F such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(ciii) The Agent shall K2F will promptly notify the SPV Seller of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensationSection. A notice by the Agent or the applicable Indemnified Party K2F claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party K2F may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, (i) the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or (ii) the compliance with any request or directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):) including, without limitation, the Basel Committee on Banking Supervision, or (iii) the compliance with any request, rule, guideline, requirement or directive of (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or (y) the revised Basel Accord prepared by the Basel Committee on Banking Supervision as set out in the publication entitled: “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems”:
(iA) shall subject any Indemnified Party (or its applicable lending office) to any taxTaxes, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(iiB) shall impose, modify or deem applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset InterestInterest (other than reserves already taken into account in calculating the Eurodollar Reserve Percentage); or
(iiiC) imposes shall impose upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing, but excluding Taxes and Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder or under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to to, or to reduce the amount of any sum received or receivable by by, such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases Investments hereunder or under a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within on the Settlement Date occurring at least ten (10) days after the demand in writing by such Indemnified Party through the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party has or anticipates having any claim for compensation from the SPV pursuant to clause (iii) of Section 9.3(a), and such Indemnified Party believes that having the facility evidenced by this Agreement publicly rated by one or more credit rating agencies would reduce the amount of such compensation by an amount deemed by such Indemnified Party to be material (which, in all cases, shall be an amount per annum greater than the amount payable by the SPV to obtain the Required Ratings below), such Indemnified Party shall provide written notice to the SPV and the Master Servicer that such Indemnified Party intends to request public ratings of the facility from two credit rating agencies (or if such Indemnified Party determines that the rating of a single credit rating agency is sufficient to achieve the same effect, by one credit rating agency) selected by such Indemnified Party and reasonably acceptable to the SPV, of at least “A-/A3” or the equivalent by S&P and Xxxxx’x, respectively (the “Required Ratings”). The SPV and the Master Servicer agree that they shall cooperate with such Indemnified Party’s efforts to obtain the Required Ratings, and shall use their commercially reasonable efforts to provide the applicable credit rating agencies (either directly or through distribution to the Agent or the applicable Indemnified Party), any information requested by such credit rating agencies (or single credit rating agency, as applicable) for purposes of providing and monitoring the Required Ratings. The SPV shall pay the initial fees payable to the credit rating agencies (or single credit rating agency, as applicable) for providing the ratings and any ongoing or renewal fees in connection with such ratings. Nothing in this Section 9.3(b) shall preclude any Indemnified Party from demanding compensation from the SPV pursuant to Sections 9.3(a)(i)-(iii) hereof at any time and without regard to whether the Required Ratings shall have been obtained, or shall require any Indemnified Party to obtain any ratings on the facility prior to demanding any such compensation from the SPV, provided that in demanding such compensation the applicable Indemnified Party shall give credit and give effect to any reduction in amounts payable under Section 9.3(a) due to the Required Ratings having been obtained.
(c) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or Law, bank regulatory guideline regarding capital adequacyadequacy (including, but not limited to, any directive of the Basel Committee on Banking Supervision), or generally accepted accounting standard, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, or the implementation of any such change, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within on the Settlement Date occurring at least ten (10) days after demand demand, in writing the form of a notice as set forth in clause (d) below, by such Indemnified Party through the Agent or the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. For the avoidance of doubt, (i) any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board (including Interpretation No. 46: Consolidation of Variable Interest Entities (or any future statement or interpretation issued by the Financial Accounting Standards Board or any successor thereto)) shall constitute an adoption, change, request or directive, and any implementation thereof shall be, subject to this Section 9.3(c) and (ii) any request, rule, guideline, requirement or directive of (a) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or (b) the revised Basel Accord prepared by the Basel Committee on Banking Supervision as set out in the publication entitled: “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” shall, in either case, constitute an adoption, change, request or directive, and any implementation thereof shall be, subject to this Section 9.3(c) notwithstanding the time of such adoption, change, request or directive.
(cd) The Agent Each Indemnified Party shall promptly notify the SPV in writing of any event of which it has knowledge, occurring after the date hereof, which will entitle an such Indemnified Party to compensation pursuant to this Section 9.29.3; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or a Managing Agent on behalf of the applicable Indemnified Party claiming compensation under this Section 9.3 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements . Any demand for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts compensation under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided 9.3 shall be accompanied by a Program Support Provider (“Additional Costs”) certificate as to the SPV and each Other SPV; provided, however, that if amount requested which shall set forth a reasonably detailed calculation for such Additional Costs are attributable requested amount. Notwithstanding anything in this Agreement to the SPV, the Originator or the Servicer and not attributable to any Other SPVcontrary, the SPV shall not be solely liable obligated to make any payment to any Indemnified Party under this Section 9.3 for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable any period more than one hundred eighty (180) days prior to the SPVdate on which such Indemnified Party gives written notice to the SPV of its intent to request such payment under this Section 9.3.
(e) Notwithstanding anything herein to the contrary, the Originator or the Servicer, such Other SPVs any indemnity payable under this Section 9.3 shall be solely liable for such Additional Costspayable by the SPV in accordance with the priority of payments in Section 2.12.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Valvoline Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, (w) the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereofthereof (including, without limitation, any issuance pursuant to any Existing Law of any regulation that is not in effect on the date hereof or the compliance application or implementation of any Existing Law, whether or not in effect on the date hereof, with respect to any directive Indemnified Party), (x) any directive, guidance or request of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law), (y) the compliance of the Indemnified Party with, or the application or implementation by the Indemnified Party of, any of the foregoing subclauses (w) or (x), or (z) any change as determined in the reasonable discretion of the Indemnified Party after the date hereof, in the compliance of the Indemnified Party with, or the application or implementation by the Indemnified Party of, any Existing Law (a “Change in Law”):
(i) shall subject any Indemnified Party (or its applicable lending office) to any taxTaxes, duty or other charge (other than Taxes which are covered by Section 9.4 or Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded for Taxes which are covered by Section 9.4, and for the imposition or changes in the rate of general corporate, franchise, net income or other income tax any Excluded Tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset InterestInterest (other than reserves already taken into account in calculating the Eurodollar Reserve Percentage); or
(iii) imposes shall impose upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing, but excluding Taxes and Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder or under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to to, or to reduce the amount of any sum received or receivable by by, such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases Investments hereunder or under a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within on the next Settlement Date occurring at least ten (10) days after the demand in writing by such Indemnified Party through the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, (i) the adoption of any applicable Law or Law, bank regulatory guideline regarding capital adequacy, or generally accepted accounting standard, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or (including, without limitation, any issuance pursuant to any Existing Law of any regulation that is not in effect on the date hereof), (ii) any guidance, request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, or (iii) the compliance of the Indemnified Party with, or the application or implementation by the Indemnified Party of, any of the foregoing subclauses (i) or (ii), or (iii) any change as determined in the reasonable discretion of the Indemnified Party, after the date hereof, in the compliance of the Indemnified Party with, or the application or implementation by the Indemnified Party of, any Existing Law, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoptionthe occurrences described in the foregoing subclauses (i), change, request (ii) or directive (iii) (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within on the next Settlement Date occurring at least ten (10) days after demand demand, in writing the form of a notice as set forth in clause (c) below, by such Indemnified Party through the Agent or the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall promptly Each Indemnified Party shall, as soon as practicable, notify the SPV in writing of any event of which it has knowledge, occurring after the date hereof, hereof for which will entitle an such Indemnified Party to will or will likely seek compensation pursuant to this Section 9.29.3; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or a Managing Agent on behalf of the applicable Indemnified Party claiming compensation under this Section 9.3 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methodsmethods and shall have applied consistent return metrics to other similarly situated Persons (after consideration of, among other things, factors including facility pricing, structure, usage patterns, capital treatment and relationship) with respect to such amount and compensation. Any demand for compensation under this Section 9.3 shall be accompanied by a certificate as to the amount requested which shall set forth a reasonably detailed calculation for such requested amount. Notwithstanding anything in this Agreement to the contrary, the SPV shall not be obligated to make any payment to any Indemnified Party under this Section 9.3 for any period prior to the date on which such Indemnified Party gives written notice to the SPV of its intent to request such payment under this Section 9.3.
(d) Anything in this Section 9.2 Notwithstanding anything herein to the contrary notwithstandingcontrary, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts indemnity payable under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided 9.3 shall be payable by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to in accordance with the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costspriority of payments in Section 2.12.
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, Transferred Interest or the ownership, maintenance or financing of the Asset Interest Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Liquidity Provider Agreement or the credit or liquidity support provided by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, Transferred Interest or the ownership, maintenance or financing of the Asset InterestReceivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, Transferred Interest or the ownership, maintenance or financing of the Asset InterestsReceivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing any portion of the Asset Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, a Liquidity Provider Agreement or a Program Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Administrative Agent, the SPV Transferor shall pay to the Administrative Agent, for the benefit of such Indemnified Party, Party such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductioncost.
(b) If any Indemnified Party shall have determined that the adoption (i) after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, or (ii) any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board or any application of such standard or of any interpretation thereof, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request request, directive, interpretation or directive application (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Administrative Agent, the SPV Transferor shall pay to the Administrative Agent, for the benefit of such Indemnified Party, Party such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Administrative Agent shall will promptly notify the SPV Transferor of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensationSection. A notice by the Administrative Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 8.2 to the contrary notwithstanding, if any Class Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Class Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider 8.2 (“Additional Section 8.2 Costs”) to the SPV Transferor and each Other SPVTransferor; and provided, howeverfurther, that if such Additional Section 8.2 Costs are attributable to the SPV, the Originator or the Servicer Transferor and not attributable to any Other SPVTransferor, the SPV Transferor shall be solely liable for such Additional Section 8.2 Costs or if such Additional Section 8.2 Costs are attributable to Other SPVs Transferors and not attributable to the SPV, the Originator or the ServicerTransferor, such Other SPVs Transferors shall be solely liable for such Additional Section 8.2 Costs.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Tech Data Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Affected Party and any permitted assigns (collectively, the "Indemnified Party (or its applicable lending officeParties") to any cost, liability, tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Purchase Documents, the ownership, maintenance or financing of the Asset Purchased Interest, the Receivables or payments of amounts due hereunderthereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Purchase Documents, the ownership, maintenance or financing of the Asset Purchased Interest, the Receivables or payments of amounts due hereunder thereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Purchase Documents, the ownership, maintenance Purchased Interest or financing of the Asset Interest Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);; or
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Purchase Documents, the ownership, maintenance or financing of the Asset Purchased Interest, the Receivables or payments of amounts due hereunder thereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Purchase Documents, the ownership, maintenance Purchased Interest or financing of the Asset InterestReceivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Purchase Documents, the ownership, maintenance or financing of the Asset Purchased Interest, the Receivables or payments of amounts due hereunder thereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Purchase Documents, the ownership, maintenance Purchased Interest or financing of the Asset Interests, Receivables; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Purchase Documents, the ownership, maintenance or financing of the Asset Purchased Interest, the Receivables, the obligations hereunderthereunder, the funding of any purchases hereunder thereunder, under the Asset Purchase Agreement, the APA Credit Agreement or a the Program Support Letter of Credit Reimbursement Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) 10 days after demand in writing by such Indemnified Party through the Agentany Owner, the SPV shall pay to the Agent, for the benefit of such Administrative Agent or other Indemnified Party, the Seller and Lexmark hereby jointly and severally agree to pay or cause to be paid to such Owner, the Administrative Agent or such other Indemnified Party such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductioncost.
(b) If any Indemnified Party shall have determined that the adoption that, after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) 10 days after demand in writing by any Owner or the Administrative Agent, the Seller and Lexmark hereby jointly and severally agree to pay to such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Each Owner and the Administrative Agent shall will promptly notify the SPV Seller and Lexmark of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation9.02. A notice by the Agent any Owner, or the applicable Indemnified Party Administrative Agent on behalf of an Owner, claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party Owner may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lexmark International Group Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after ------------------------------------------ the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application a pplication of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider pursuant to Program Support Agreement or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party is organized or in which such Indemnified Party’s 's principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider pursuant to a Program Support Agreement or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider pursuant to a Program Support Agreement or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunderhereunder or under a Program Support Agreement, the funding of any purchases hereunder or a Program Support Agreement, Agreement or the provision of credit or liquidity under a Program Support Agreement by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Administrative Agent, the SPV shall pay to the Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or under a Program Support Agreement or with respect hereto or thereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Administrative Agent, the SPV shall pay to the Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The applicable Funding Agent shall promptly notify the SPV and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to ----------- give or any delay in giving such notice shall affect the Indemnified Party’s 's right to receive such compensation. A notice by the such Funding Agent or the applicable Indemnified Party claiming compensation under this Section 9.2 ----------- and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the such Funding Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, ----------- if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which ----------- are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“"Additional Costs”") ---------------- to the SPV and each Other SPV; provided, however, that if such Additional -------- ------- Costs are attributable to the SPV, the any Originator or the Master Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the any Originator or the Master Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Arrow Electronics Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject subjects any Indemnified Party (or its applicable lending office) to any taxTaxes, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, any of the transactions contemplated hereby or thereby or payments of amounts due hereunder, or shall change changes the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, any of the transactions contemplated hereby or thereby or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest or any transactions contemplated hereby or thereby (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall imposeimposes, modify modifies or deem deems applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party Party, or shall impose imposes on any Indemnified Party or on the United States market for certificates of deposit or deposit, the London interbank market or any other market in which funds are normally raised or deposited any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, any of the transactions contemplated hereby or thereby or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, any of the transactions contemplated hereby or thereby; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, any of the transactions contemplated hereby or thereby or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Purchased Receivables, the obligations hereunder, the funding of any purchases hereunder or a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, or to in any way restrict the free transferability or convertibility of any currency, or restrict the consummation of any spot, forward, hedging or other transaction involving such currency, then, :
(A) within ten (10) 10 days after demand in writing by such Indemnified Party through the Agent, the SPV Borrower shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction; and
(B) the Borrower shall take such other action as the Agent may reasonably require to enable it to comply with, or to mitigate the effect on such Indemnified Party of, such restriction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) 10 days after demand in writing by such Indemnified Party through the Agent, the SPV Borrower shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. For the avoidance of doubt, any rule, regulation or interpretation issued by any financial accounting standards board shall constitute an adoption, change, request or directive subject to this Clause 7.2(b).
(c) The Agent shall promptly notify the SPV Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2Clause 7.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section Clause 7.2 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement Facility or the credit or liquidity support furnished by a Program Support Facility Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement Facility or the credit or liquidity support provided by a Program Support Facility Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder hereunder, under a Program Support Agreement Facility or the credit or liquidity support furnished by a Program Support Facility Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder or a Program Support AgreementFacility, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent or any Group Agent, the SPV Seller shall pay to the Agent or the applicable Group Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction. Any Indemnified Party making a demand pursuant to this Section 9.2(a) shall use reasonable efforts (to the extent consistent with its internal policies and without adversely affecting such Indemnified Party) to mitigate any such increased cost or reduced amount; provided that such Indemnified Party shall not be required to expend funds or increase any commitment or investment obligation hereunder or under any Support Facility for such purpose, and neither the existence of such obligation of such Indemnified Party nor any failure of such Indemnified Party to reduce any amount demanded hereunder shall in any way limit or reduce the liability of the Seller hereunder.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, or the implementation of any such change, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent or any Group Agent, the SPV Seller shall pay to the Agent or the applicable Group Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board (including Interpretation No. 46: Consolidation of Variable Interest Entities) shall constitute an adoption, change, request or directive, and any implementation thereof shall be, subject to this Section 9.2(b). Any Indemnified Party making a demand pursuant to this Section 9.2(b) shall use reasonable efforts (to the extent consistent with its internal policies and without adversely affecting such Indemnified Party) to mitigate any such reduced return; provided that such Indemnified Party shall not be required to expend funds or increase any commitment or investment obligation hereunder or under any Support Facility for such purpose, and neither the existence of such obligation of such Indemnified Party nor any failure of such Indemnified Party to reduce any amount demanded hereunder shall in any way limit or reduce the liability of the Seller hereunder.
(c) The Agent shall promptly notify the SPV Seller of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent, any Group Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent, any Group Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVsInvestors, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement Facility or the credit or liquidity support provided by a Program Support Facility Provider (“Additional Costs”) to the SPV Seller and each Other SPVInvestor; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer Seller and not attributable to any Other SPVInvestor, the SPV Seller shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs Investors and not attributable to the SPV, the Originator or the ServicerSeller, such Other SPVs Investors shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Receivables Purchase Agreement (United Rentals Inc /De)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or 117 financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, hereunder under a Program Support the Liquidity Provider Agreement or the credit or liquidity support provided by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestTransferred Interest or the Receivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance 118 or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestsTransferred Interests or the Receivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, the Liquidity Provider Agreement or a Program the Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such tax, increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall will promptly notify the SPV Transferor of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation8.2. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 8.2 to the contrary notwithstanding, if any Conduit Investor the Company enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor the Company shall allocate the liability for any amounts under this Section 9.2 8.2 which are in connection with a Program the Liquidity Provider Agreement, the Credit Support Agreement or the credit or liquidity support provided by a Program the Credit Support Provider (“Additional Costs”"SECTION 8.2 COSTS") to the SPV Transferor and each Other SPVTransferor; providedPROVIDED, howeverHOWEVER, that if such Additional Section 8.2 Costs are attributable to the SPV, the Originator or the Servicer any Parent Group Member and not attributable to any Other SPVTransferor, the SPV Transferor shall be solely liable for such Additional Section 8.2 Costs or if such Additional Section 8.2 Costs are attributable to Other SPVs Transferors and not attributable to the SPV, the Originator or the Servicerany Parent Group Member, such Other SPVs Transferors shall be solely liable for such Additional Costs.Section 8.2
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius National Medical Care Holdings Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any guideline, directive or request of any Official Body Governmental Authority (in the case of any bank regulatory guideline, directive or request, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxesa tax on income (including withholding tax (except as otherwise specifically provided in this Agreement) or franchise tax) with respect to this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNet Loan Investment, the maintenance or financing of the Asset InterestLoan Note, the Collateral or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNet Loan Investment, the Collateral, the maintenance or financing of the Asset InterestLoan Note, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNet Loan Investment, the maintenance or financing of the Asset Interest Loan Note, the Collateral (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is locatedExcluded Taxes);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNet Loan Investment, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or under the Security Agreement or the Loan Note or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, Net Loan Investment or the ownership, Collateral or the maintenance or financing of the Asset InterestLoan Note or the Collateral; or
(iii) imposes upon any Indemnified Party any other condition or expense (including including, without limitation, any loss of margin, reasonable attorneys’ fees and expensesLegal Costs, and expenses of litigation or preparation therefor in contesting any of the foregoingforegoing but not including a tax on income (including withholding tax (except as otherwise specifically provided in this Agreement) or franchise tax) with respect to this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNet Loan Investment, the maintenance or financing of the Asset InterestLoan Note or the Collateral, or the payments of amounts due hereunder hereunder, under the Loan Note or the Security Agreement or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction DocumentsSecurity Agreement, the ownership, maintenance Net Loan Investment or financing of the Asset Interests, Collateral and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction DocumentsSecurity Agreement, the ownership, maintenance or financing of the Asset InterestLoan Note, the ReceivablesNet Loan Investment, the Collateral, the obligations hereunder, the funding of any purchases hereunder or a Program Support Agreementpurchases, by an amount deemed by such Indemnified Party to be material, then, then within ten (10) 10 days after demand in writing by such Indemnified Party through the AgentLender, either the SPV Borrower or Servicer shall pay to the Agent, for the benefit of such Indemnified Party, Lender such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as The Lender will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall promptly notify the SPV Borrower and Servicer of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation4.2. A notice by the Agent or the applicable Indemnified Party Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party Lender may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Loan Agreement (Americredit Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, (w) the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereofthereof (including, without limitation, any issuance pursuant to any Existing Law of any regulation that is not in effect on the date hereof or the compliance application or implementation of any Existing Law, whether or not in effect on the date hereof, with respect to any directive Indemnified Party), (x) any directive, guidance or request of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law), (y) the compliance of the Indemnified Party with, or the application or implementation by the Indemnified Party of, any of the foregoing subclauses (w) or (x), or (z) any change as determined in the reasonable discretion of the Indemnified Party after the date hereof, in the compliance of the Indemnified Party with, or the application or implementation by the Indemnified Party of, any Existing Law (a “Change in Law”):
(i) shall subject any Indemnified Party (or its applicable lending office) to any taxTaxes, duty or other charge (other than Taxes which are covered by Section 9.4 or Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded for Taxes which are covered by Section 9.4, and for the imposition or changes in the rate of general corporate, franchise, net income or other income tax any Excluded Tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);; or
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset Interest; or
(iii) imposes shall impose upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing, but excluding Taxes and Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder or under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset Interests, ; and the result of any of the foregoing is to increase the cost to to, or to reduce the amount of any sum received or receivable by by, such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases Investments hereunder or under a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within on the next Settlement Date occurring at least ten (10) days after the demand in writing by such Indemnified Party through the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, (i) the adoption of any applicable Law or Law, bank regulatory guideline regarding capital adequacyadequacy or liquidity requirements, or generally accepted accounting standard, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or (including, without limitation, any issuance pursuant to any Existing Law of any regulation that is not in effect on the date hereof), (ii) any guidance, request or directive regarding capital adequacy or liquidity requirements (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, or (iii) the compliance of the Indemnified Party with, or the application or implementation by the Indemnified Party of, any of the foregoing subclauses (i) or (ii), or (iii) any change as determined in the reasonable discretion of the Indemnified Party, after the date hereof, in the compliance of the Indemnified Party with, or the application or implementation by the Indemnified Party of, any Existing Law, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoptionthe occurrences described in the foregoing subclauses (i), change, request (ii) or directive (iii) (taking into consideration its policies with respect to capital adequacyadequacy or liquidity requirements) by an amount deemed by such Indemnified Party to be material, then from time to time, within on the next Settlement Date occurring at least ten (10) days after demand demand, in writing the form of a notice as set forth in clause (c) below, by such Indemnified Party through the Agent or the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall promptly Each Indemnified Party shall, as soon as practicable, notify the SPV in writing of any event of which it has knowledge, occurring after the date hereof, hereof for which will entitle an such Indemnified Party to will or will likely seek compensation pursuant to this Section 9.29.3; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or a Managing Agent on behalf of the 76 applicable Indemnified Party claiming compensation under this Section 9.3 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methodsmethods and shall have applied consistent return metrics to other similarly situated Persons (after consideration of, among other things, factors including facility pricing, structure, usage patterns, capital treatment and relationship) with respect to such amount and compensation. Any demand for compensation under this Section 9.3 shall be accompanied by a certificate as to the amount requested which shall set forth a reasonably detailed calculation for such requested amount. Notwithstanding anything in this Agreement to the contrary, the SPV shall not be obligated to make any payment to any Indemnified Party under this Section 9.3 for any period prior to the date on which such Indemnified Party gives written notice to the SPV of its intent to request such payment under this Section 9.3.
(d) Anything in this Section 9.2 Notwithstanding anything herein to the contrary notwithstandingcontrary, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts indemnity payable under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided 9.3 shall be payable by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to in accordance with the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costspriority of payments in Section 2.12.
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, (w) the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory 76 guideline by any Official Body charged with the administration, interpretation or application thereofthereof (including, without limitation, any issuance pursuant to any Existing Law of any regulation that is not in effect on the date hereof or the compliance application or implementation of any Existing Law, whether or not in effect on the date hereof, with respect to any directive Indemnified Party), (x) any directive, guidance or request of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law), (y) the compliance of the Indemnified Party with, or the application or implementation by the Indemnified Party of, any of the foregoing subclauses (w) or (x), or (z) any change as determined in the reasonable discretion of the Indemnified Party after the date hereof, in the compliance of the Indemnified Party with, or the application or implementation by the Indemnified Party of, any Existing Law (a “Change in Law”):
(i) shall subject any Indemnified Party (or its applicable lending office) to any taxTaxes, duty or other charge (other than Taxes which are covered by Section 9.4 or Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded for Taxes which are covered by Section 9.4, and for the imposition or changes in the rate of general corporate, franchise, net income or other income tax any Excluded Tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);; or
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset Interest; or
(iii) imposes shall impose upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing, but excluding Taxes and Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder or under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset Interests, ; and the result of any of the foregoing is to increase the cost to to, or to reduce the amount of any sum received or receivable by by, such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases Investments hereunder or under a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within on the next Settlement Date occurring at least ten (10) days after the demand in writing by such 77 Indemnified Party through the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, (i) the adoption of any applicable Law or Law, bank regulatory guideline regarding capital adequacyadequacy or liquidity requirements, or generally accepted accounting standard, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or (including, without limitation, any issuance pursuant to any Existing Law of any regulation that is not in effect on the date hereof), (ii) any guidance, request or directive regarding capital adequacy or liquidity requirements (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, or (iii) the compliance of the Indemnified Party with, or the application or implementation by the Indemnified Party of, any of the foregoing subclauses (i) or (ii), or (iii) any change as determined in the reasonable discretion of the Indemnified Party, after the date hereof, in the compliance of the Indemnified Party with, or the application or implementation by the Indemnified Party of, any Existing Law, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoptionthe occurrences described in the foregoing subclauses (i), change, request (ii) or directive (iii) (taking into consideration its policies with respect to capital adequacyadequacy or liquidity requirements) by an amount deemed by such Indemnified Party to be material, then from time to time, within on the next Settlement Date occurring at least ten (10) days after demand demand, in writing the form of a notice as set forth in clause (c) below, by such Indemnified Party through the Agent or the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall promptly Each Indemnified Party shall, as soon as practicable, notify the SPV in writing of any event of which it has knowledge, occurring after the date hereof, hereof for which will entitle an such Indemnified Party to will or will likely seek compensation pursuant to this Section 9.29.3; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or a Managing Agent on behalf of the applicable Indemnified Party claiming compensation under this Section 9.3 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methodsmethods and shall have applied consistent return metrics to other similarly situated Persons (after consideration of, among other things, factors including facility pricing, structure, usage patterns, capital treatment and relationship) with respect to such amount and compensation. Any demand for compensation under this Section 9.3 shall be accompanied by a certificate as to the amount requested which shall set forth a reasonably detailed calculation for such requested amount. Notwithstanding anything in this Agreement to the contrary, the SPV shall not be obligated to make any payment to any Indemnified Party under this Section 9.3 for any period prior to the date on which such Indemnified Party gives written notice to the SPV of its intent to request such payment under this Section 9.3.
(d) Anything in this Section 9.2 Notwithstanding anything herein to the contrary notwithstandingcontrary, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts indemnity payable under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided 9.3 shall be payable by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to in accordance with the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costspriority of payments in Section 2.12.
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. (a) If after the Initial Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject the Agent, any Lender or any of its or their permitted assigns (collectively, the "Indemnified Party (or its applicable lending officeParties") to any tax, duty or other charge (other than Excluded Taxes) tax of any kind whatsoever with respect to this Agreement, the other Transaction Facility Documents, the ownership, maintenance or financing of the Asset Interest, Collateral or payments of amounts due hereunder, hereunder (excluding income taxes) or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest thereof (except Excluded Taxes and for changes in the rate of general corporate, franchise, net excluding income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is locatedtaxes);
(ii) shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets ofheld by, deposits with or other liabilities in or for the account of, advances, or other extensions of credit extended by, or any other acquisition of funds by, any office of any Indemnified Party or which is not otherwise included in the determination of the Eurodollar Rate hereunder;
(iii) shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interestcondition; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder or a Program Support AgreementParty, by an amount deemed by which such Indemnified Party deems to be material, thenof entering, within ten (10) days after demand continuing or maintaining any Facility Document, the Collateral or the Loans or to reduce any amount due or owing hereunder in writing by respect thereof, such Indemnified Party through shall notify the Agent, the SPV Borrower. The Borrower shall promptly pay to the Agent, for the benefit of such Indemnified Party, Party such additional amount or amounts as calculated by such Indemnified Party in good faith as will compensate such Indemnified Party for such increased cost or reductionreduced amount receivable; provided that such compensation will be limited to (A) the period commencing not more than 120 days prior to the date of such notification or (B) any longer period of retroactive effect of any such adoption, change or requirement for compliance if such notification is given 120 days or less after such adoption, change or requirement for compliance.
(b) If any Indemnified Party shall have determined that that, after the Initial Closing Date, the adoption after the date hereof of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of lawLaw) of any such Official Body, has or would shall have the effect of reducing the rate of return on capital of such Indemnified Party (or its parentparent corporation) as a consequence of such Indemnified Party’s its obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) such corporation could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such Indemnified Party's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Indemnified Party or such corporation to be material, then from time to time, within ten (10) days after demand in writing by the Borrower shall promptly pay to such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of or such Indemnified Party, corporation such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction; provided that such compensation will be limited to (A) the period commencing not more than 120 days prior to the date of notice to the Borrower or (B) any longer period of retroactive effect of any such adoption, change or requirement for compliance if such notice is given 120 days or less after such adoption, change or requirement for compliance.
(c) The Agent If any Indemnified Party becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the SPV Borrower of any the event by reason of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party become so entitled. A certificate as to compensation any additional amounts payable pursuant to this Section 9.2; provided that no failure to give or any delay in giving submitted by such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth to the additional amount or amounts to be paid to it hereunder Borrower shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any taxTax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestAffected Assets, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestAffected Assets, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest Affected Assets (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or income, other income tax or tax based on capital, net worth or comparable basis of measurement imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office or lending office with which the Loans are effectively connected is located);; provided, however, that a Lender or the Administrator, as appropriate, making a demand for indemnity payment shall provide the SPV with a certificate from the relevant taxing authority or from a responsible officer of such Lender or the Administrator stating or otherwise evidencing that such Lender or the Administrator has made payment of such Taxes and will provide a copy of or extract from documentation, if available, furnished by such taxing authority evidencing assertion or payment of such Taxes.
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestAffected Assets, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestAffected Assets; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestAffected Assets, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, Affected Assets; and the result of any of the foregoing is is: (i) to increase the cost to fund or maintain the Loans hereunder and under other Transaction Documents or a Program Support Agreement or to perform its obligations under this Agreement and the other Transaction Documents, or (ii) to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this AgreementAgreement and, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder or a Program Support Agreement, Documents by an amount deemed by such Indemnified Party to be material, then, within ten then in either case of (10i) days after demand in writing by such Indemnified Party through the Agentor (ii), the SPV shall pay in accordance with Section 2.16(b) to the Facility Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction. Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and (z) Directive 2006/48/EC, Article 122a thereunder, and all rules and regulations promulgated thereunder or issued in connection therewith, shall, in each case, be deemed to have been adopted and gone into effect after the date hereof.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official BodyBody (including any changes in GAAP, but only to the extent the Indemnified Party seeks a similar indemnity from its customers generally), has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay in accordance with Section 2.16(b) to the Facility Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Facility Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the any Indemnified Party’s right to receive such compensationcompensation as long as such notice is given to the SPV within 120 days after the such Indemnified Party acquires such knowledge. A notice by the Facility Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Facility Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor Lender enters into agreements for the acquisition of interests in receivables from one or more Other SPVsother Persons, such Conduit Investor Lender shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPVsuch other Person; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPVother Person, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs other Persons shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Loan and Administration Agreement (Commercial Credit, Inc.)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):); provided that notwithstanding anything herein to the contrary (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to have been adopted and gone into effect after the Closing Date regardless of the date enacted, adopted or issued:
(i) shall subject any Indemnified Party (or its applicable lending office) to any taxTax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestAffected Assets, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestAffected Assets, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest Affected Assets (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or income, other income tax or tax based on capital, net worth or comparable basis of measurement imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office or lending office with which the Loans are effectively connected is located);; provided, however, that a Lender or the Administrator, as appropriate, making a demand for indemnity payment shall provide the SPV with a certificate from the relevant taxing authority or from a responsible officer of such Lender or the Administrator stating or otherwise evidencing that such Lender or the Administrator has made payment of such Taxes and will provide a copy of or extract from documentation, if available, furnished by such taxing authority evidencing assertion or payment of such Taxes.
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestAffected Assets, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestAffected Assets; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestAffected Assets, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider hereunder, or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, Affected Assets; and the result of any of the foregoing is is: (i) to increase the cost to fund or maintain the Loans hereunder and under other Transaction Documents or to perform its obligations under this Agreement and the other Transaction Documents, or (ii) to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this AgreementAgreement and, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder or a Program Support Agreement, Documents by an amount deemed by such Indemnified Party to be material, then, within ten then in either case of (10i) days after demand in writing by such Indemnified Party through the Agentor (ii), the SPV shall pay in accordance with Section 2.16(b) to the Facility Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Applicable Law or bank regulatory guideline regarding capital adequacyadequacy or liquidity coverage, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy or liquidity coverage (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official BodyBody (including any changes in GAAP, but only to the extent the Indemnified Party seeks a similar indemnity from its customers generally), has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacyadequacy and liquidity coverage) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay in accordance with Section 2.16(b) to the Facility Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Facility Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the any Indemnified Party’s right to receive such compensationcompensation as long as such notice is given to the SPV within 120 days after the such Indemnified Party acquires such knowledge. A notice by the Facility Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Facility Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything The SPV acknowledges that any Indemnified Party may institute measures in anticipation of the adoption of any Applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) (including, without limitation, the imposition of internal charges on such Indemnified Party’s interests or obligations under this Section 9.2 Agreement), and may commence allocating charges to or seeking compensation from the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts SPV under this Section 9.2 which are in connection with a Program Support Agreement such measures, in advance of the effective date of such adoption of or change in Applicable Law or regulatory guideline, and the credit SPV agrees to pay such charges or liquidity support provided by a Program Support Provider (“Additional Costs”) compensation to the Facility Agent, for the benefit of such Indemnified Party, following demand therefor without regard to whether such effective date has occurred. The SPV and each Other SPV; provided, however, further acknowledges that if any charge or compensation demanded hereunder may take the form of a monthly charge to be assessed by such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional CostsIndemnified Party.
Appears in 1 contract
Samples: Loan and Administration Agreement (Commercial Credit, Inc.)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body Governmental Authority charged with the administration, interpretation interpretation, or application thereof, or the compliance with any directive of any Official Body Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty duty, or other charge (other than Excluded Taxes) with respect to this Loan Agreement, the other Transaction DocumentsVFN, the ownership, maintenance or financing of the Asset InterestAccounts, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Loan Agreement, the other Transaction DocumentsVFN, the ownership, maintenance or financing of the Asset InterestAccounts, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Loan Agreement, the other Transaction Documents, VFN or the ownership, maintenance or financing of the Asset Interest Accounts (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income income, or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);
(ii) shall impose, modify modify, or deem applicable any reserve, special deposit deposit, or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Loan Agreement, the other Transaction DocumentsVFN, the ownership, maintenance or financing of the Asset InterestAccounts, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support provided by a Program the Credit Support Provider or otherwise in respect of this Loan Agreement, the other Transaction DocumentsVFN, or the ownership, maintenance or financing of the Asset InterestAccounts; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Loan Agreement, the other Transaction DocumentsVFN, the ownership, maintenance or financing of the Asset InterestAccounts, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Loan Agreement, the other Transaction DocumentsVFN, or the ownership, maintenance or financing of the Asset InterestsAccounts, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Loan Agreement, the other Transaction DocumentsVFN, the ownership, maintenance or financing of the Asset Interest, the ReceivablesAccounts, the obligations hereunder, the funding of any purchases hereunder Loans hereunder, the Liquidity Provider Agreement, or a Program the Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) 10 days after demand in writing by such Indemnified Party through the AgentLender, the SPV Borrower shall pay to the Agent, for the benefit of such Indemnified Party, Lender such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official BodyGovernmental Authority, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official BodyGovernmental Authority, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request request, or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) 10 days after demand in writing by such Indemnified Party through the AgentLender, the SPV Borrower shall pay to the Agent, for the benefit of such Indemnified Party, Lender such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall Lender will promptly notify the SPV Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation7.2. A notice by the Agent or the applicable Indemnified Party Lender claiming compensation under this Section 7.2 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party Lender may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 7.2 to the contrary notwithstanding, if any Conduit Investor the Lender enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor the Lender shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider 7.2 (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs."
Appears in 1 contract
Samples: Variable Funding Loan Agreement (Walter Industries Inc /New/)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset any Transferred Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest any Section 8.2 Item (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemSystem (other than any such requirement used to determine any Adjusted LIBOR Rate)) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interestany Section 8.2 Item; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ! fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interestsany Section 8.2 Item, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, Agreement the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, any Transferred Interest the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, any Liquidity Provider Agreement or a Program any Credit Support Agreement, Agreement by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent (and the Agent shall pay to the applicable Class Agent), for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, Agent the SPV Transferor shall pay to the Agent, Agent for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall will promptly notify the SPV Transferor of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation8.2. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, amount the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 8.2 to the contrary notwithstanding, notwithstanding if any a Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 8.2 which are in connection with a Program related Liquidity Provider Agreement a related Credit Support Agreement or the credit or liquidity support provided by a Program related Credit Support Provider (“Additional "Section 8.2 Costs”") to the SPV Transferor and each Other SPVTransferor; provided, however, that if such Additional Section 8.2 Costs are attributable to the SPVTransferor, the Originator or the Servicer and not attributable to any Other SPVTransferor, the SPV Transferor shall be solely liable for such Additional Section 8.2 Costs or if such Additional Section 8.2 Costs are attributable to Other SPVs Transferors and not attributable to the SPV, the Originator Transferor or the Servicer, such Other SPVs Transferors shall be solely liable for such Additional Costs.Section 8.2
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished provided by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest or the Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Liquidity Provider Agreement or the credit or liquidity support provided by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestTransferred Interest or the Receivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestsTransferred Interests or the Receivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, the Liquidity Provider Agreement or a Program the Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through then the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through time the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall will promptly notify the SPV Transferor of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation8.2. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 8.2 to the contrary notwithstanding, if any Conduit Investor the Company enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor the Company shall allocate the liability for any amounts under this Section 9.2 8.2 which are in connection with a Program the Liquidity Provider Agreement, the Credit Support Agreement or the credit or liquidity support provided by a Program the Credit Support Provider (“Additional "Section 8.2 Costs”") to the SPV Transferor and each Other SPVTransferor; provided, however, that if such Additional Section 8.2 Costs are attributable to the SPVTransferor, the Originator Seller or the Servicer Collection Agent and not attributable to any Other SPVTransferor, the SPV Transferor shall be solely liable for such Additional Section 8.2 Costs or if such Additional Section 8.2 Costs are attributable to Other SPVs Transferors and not attributable to the SPVTransferor, the Originator Seller or the ServicerCollection Agent, such Other SPVs Transferors shall be solely liable for such Additional Costs.Section 8.2
Appears in 1 contract
Samples: Transfer and Administration Agreement (Shaw Industries Inc)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i1) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNote, maintenance or financing of the Asset InterestNet Investment, the Collateral or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction DocumentsNet Investment, the ownershipCollateral, the maintenance or financing of the Asset Interest, Note or payments of amounts due hereunder or its obligation to advance funds hereunderunder the Liquidity Provider Agreement, under a Program the Credit Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction DocumentsSecurity Agreement, the ownership, Net Investment the Collateral or the maintenance or financing of the Asset Interest Note (except Excluded Taxes and for changes in the rate of federal, state or local general corporate, franchise, net income or other income or similar tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);
(ii2) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNet Investment, the Collateral, the maintenance or financing of the Asset Interest, Note or payments of amounts due hereunder or its obligation to advance funds hereunderunder the Liquidity Provider Agreement, under a Program the Credit Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction DocumentsNet Investment, the ownership, Collateral or the maintenance or financing of the Asset InterestNote; or
(iii3) imposes upon any Indemnified Party any other condition or expense (including including, without limitation, any loss of margin, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction DocumentsSecurity Agreement, the ownershipNet Investment, the Collateral, the maintenance or financing of the Asset Interest, Note or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support the Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider Agreement or otherwise in respect of this Agreement, the other Transaction DocumentsNet Investment, the ownership, Collateral or the maintenance or financing of the Asset Interests, Note; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction DocumentsSecurity Agreement, the ownership, maintenance or financing of the Asset InterestNote, the ReceivablesNet Investment, the Collateral, the obligations hereunder, the funding of any purchases hereunder hereunder, the Liquidity Provider Agreement or a Program the Credit Support Agreement, by an amount reasonably deemed by such Indemnified Party to be material, then, then within ten (10) 10 days after demand in writing by such Indemnified Party through the Agent, the SPV Issuer shall pay to the Agent, for the benefit of such Indemnified Party, Agent such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Indemnified Party to be material, then from time to time, within ten (10) 10 days after demand in writing by such Indemnified Party through the Agent, the SPV Issuer shall pay to the Agent, for the benefit of such Indemnified Party, Agent such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall or the Company will promptly notify the SPV Issuer of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation4.2. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 4.2 to the contrary notwithstanding, if any Conduit Investor the Company enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor the Company shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider 4.2 (“Additional Costs”"SECTION 4.2 COSTS") ratably to the SPV Issuer and each Other SPVTransferor; providedPROVIDED, howeverHOWEVER, that if such Additional Section 4.2 Costs are attributable to the SPV, the Originator or the Servicer Issuer and not attributable to any Other SPVTransferor, the SPV Issuer shall be solely liable for such Additional Section 4.2 Costs or if such Additional Section 4.2 Costs are attributable to Other SPVs Transferors and not attributable to the SPV, the Originator or the ServicerIssuer, such Other SPVs Transferors shall be solely liable for such Additional Section 4.2 Costs.
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, Transferred Interest or the ownership, maintenance or financing of the Asset Interest Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Liquidity Provider Agreement or the credit or liquidity support provided by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, Transferred Interest or the ownership, maintenance or financing of the Asset InterestReceivables; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction DocumentsTransferred Interest, the ownership, maintenance or financing of the Asset Interest, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Liquidity Provider Agreement or the credit or liquidity support furnished by a Program Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, Transferred Interest or the ownership, maintenance or financing of the Asset InterestsReceivables, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing any portion of the Asset Transferred Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, a Liquidity Provider Agreement or a Program Credit Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, Party such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductioncost.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV Transferor shall pay to the Agent, for the benefit of such Indemnified Party, Party such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall will promptly notify the SPV Transferor of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to 81 compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensationSection. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 8.2 to the contrary notwithstanding, if any Conduit Investor Enterprise, Atlantic or Liberty enters into agreements for the acquisition of interests in receivables from one or more Other SPVsTransferors, such Conduit Investor Enterprise, Atlantic or Liberty, as applicable, shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider 8.2 (“Additional Costs”"SECTION 8.2 COSTS") to the SPV Transferor and each Other SPVTransferor; providedand PROVIDED, howeverFURTHER, that if such Additional Section 8.2 Costs are attributable to the SPV, the Originator or the Servicer Transferor and not attributable to any Other SPVTransferor, the SPV Transferor shall be solely liable for such Additional Section 8.2 Costs or if such Additional Section 8.2 Costs are attributable to Other SPVs Transferors and not attributable to the SPV, the Originator or the ServicerTransferor, such Other SPVs Transferors shall be solely liable for such Additional Section 8.2 Costs.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Tech Data Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law) (a “Change in Law”):
(i) shall subject any Indemnified Party (or its applicable lending office) to any taxTaxes, duty or other charge (other than Taxes which are covered by Section 9.4 or Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded for Taxes which are covered by Section 9.4, and for the imposition or changes in the rate of general corporate, franchise, net income or other income tax any Excluded Tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset InterestInterest (other than reserves already taken into account in calculating the Eurodollar Reserve Percentage); or
(iii) imposes shall impose upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing, but excluding Taxes and Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder or under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, or the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to to, or to reduce the amount of any sum received or receivable by by, such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases Investments hereunder or under a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within on the Settlement Date occurring at least ten (10) days after the demand in writing by such Indemnified Party through the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof hereof, the adoption of any applicable Law or Law, bank regulatory guideline regarding capital adequacy, or generally accepted accounting standard, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, or the implementation of any such change, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within on the Settlement Date occurring at least ten (10) days after demand demand, in writing the form of a notice as set forth in clause (c) below, by such Indemnified Party through the Agent or the applicable Managing Agent, the SPV shall pay to the applicable Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. For the avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board (including Interpretation No. 46: Consolidation of Variable Interest Entities (or any future statement or interpretation issued by the Financial Accounting Standards Board or any successor thereto)) shall constitute an adoption, change, request or directive, and any implementation thereof shall be, subject to this Section 9.3(b).
(c) The Agent Each Indemnified Party shall promptly notify the SPV in writing of any event of which it has knowledge, occurring after the date hereof, which will entitle an such Indemnified Party to compensation pursuant to this Section 9.29.3; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or a Managing Agent on behalf of the applicable Indemnified Party claiming compensation under this Section 9.3 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods. Any demand for compensation under this Section 9.3 shall be accompanied by a certificate as to the amount requested which shall set forth a reasonably detailed calculation for such requested amount. Notwithstanding anything in this Agreement to the contrary, the SPV shall not be obligated to make any payment to any Indemnified Party under this Section 9.3 for any period more than one hundred eighty (180) days prior to the date on which such Indemnified Party gives written notice to the SPV of its intent to request such payment under this Section 9.3.
(d) Anything in this Section 9.2 Notwithstanding anything herein to the contrary notwithstandingcontrary, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts indemnity payable under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided 9.3 shall be payable by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to in accordance with the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costspriority of payments in Section 2.12.
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing DateDecember 11, 1998, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Transfer Documents, the ownership, maintenance or financing of the Asset Interest, Eligible Loans or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Transfer Documents, the ownership, maintenance or financing of the Asset Interest, Eligible Loans or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support the Revolving Asset Purchase Agreement or the credit or liquidity support furnished by a the Program Support Provider Bank or otherwise in respect of this Agreement, the other Transaction Transfer Documents, the ownership, maintenance or financing of the Asset Interest Eligible Loans (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Transfer Documents, the ownership, maintenance or financing of the Asset Interest, Eligible Loans or payments of amounts due hereunder or its obligation to advance funds hereunder, hereunder under a Program Support the Revolving Asset Purchase Agreement or the credit or liquidity support provided by a the Program Support Provider Bank or otherwise in respect of this Agreement, the other Transaction Transfer Documents, or the ownership, maintenance or financing of the Asset InterestEligible Loans; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Transfer Documents, the ownership, maintenance or financing of the Asset Interest, Eligible Loans or payments of amounts due hereunder or its obligation to advance funds hereunder hereunder, under a Program Support the Revolving Asset Purchase Agreement or the credit or liquidity support furnished by a the Program Support Provider Bank or otherwise in respect of this Agreement, the other Transaction Transfer Documents, or the ownership, maintenance or financing of the Asset InterestsEligible Loans, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Transfer Documents, the ownership, maintenance or financing of the Asset Interest, the ReceivablesEligible Loans, the obligations hereunder, the funding of any purchases hereunder hereunder, the Revolving Asset Purchase Agreement or a the Program Support Credit Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Administrative Agent, the SPV Seller shall pay to the Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that after December 11, 1998, the adoption after the date hereof of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Administrative Agent, the SPV Seller shall pay to the Administrative Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Administrative Agent shall will promptly notify the SPV Seller of any event of which it has knowledge, occurring after the date hereofDecember 11, 1998, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation12.2. A notice by the Administrative Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Mortgage Loan Repurchase and Servicing Agreement (PHH Corp)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereofof any Law or bank regulatory guideline, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject subjects any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, any of the transactions contemplated by this Agreement or by any other Transaction Document or payments of amounts due hereunderunder this Agreement, or shall change changes the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, any of the transactions contemplated by this Agreement or by any other Transaction Document or payments of amounts due hereunder under this Agreement or its obligation to advance funds hereunderunder this Agreement, under a Program Support Agreement or any agreement supporting the financing activities of the Lender (including any credit or liquidity support furnished by a Program Support Provider to the Lender) or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest or any transactions contemplated by this Agreement or by any other Transaction Document (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such that Indemnified Party by the jurisdiction in which such that Indemnified Party’s principal executive office is located);
(ii) shall imposeimposes, modify modifies or deem deems applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or
(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder or a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.
(b) If any Indemnified Party shall have determined that the adoption after the date hereof of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.credit
Appears in 1 contract
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law applicable law, rule, standard or bank regulatory guideline regulation by any Official Body or any amendment or change in the administration, interpretation or application of any existing or future Law applicable law, rule, standard or bank regulatory guideline regulation by any Official Body charged with the administration, interpretation or application thereofthereof (including, but not limited to, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board) or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of LawGovernmental Rule):
(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty duty, deduction or other charge (other than Excluded Taxes) with respect to this Agreementthe Dealer Notes, the other Transaction DocumentsSeries 2010-VFN Note, the ownership, maintenance or financing of the Asset Interest, any Series Document or payments of amounts due hereunderthereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest thereof (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax (including by means of withholding) imposed on such Indemnified Party by the United States of America, the jurisdiction in which such Indemnified Party’s principal executive office is locatedlocated or any other jurisdiction in which the Indemnified Party would be subject to such tax even if the transactions contemplated by this Agreement had not occurred);; or
(ii) shall impose, modify or deem applicable any reserve, capital, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreementthe Dealer Notes, the other Transaction DocumentsSeries 2010-VFN Note, the ownership, maintenance or financing of the Asset Interest, any Series Document or payments of amounts due hereunder or its obligation thereunder (including with respect to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset InterestEurocurrency liability reserves); or
(iii) imposes upon any Indemnified Party any other condition cost or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoingforegoing if such a contest is requested by the Applicable Indemnifying Party) with respect to this Agreementthe Dealer Notes, the other Transaction DocumentsSeries 2010-VFN Note, the ownership, maintenance or financing of the Asset Interest, any Series Document or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests, thereunder; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by payments to such Indemnified Party with respect to this Agreementthe Dealer Notes, the other Transaction DocumentsSeries 2010-VFN Note, the ownership, maintenance any Series Document or financing payments of the Asset Interest, the Receivables, amounts due thereunder or the obligations hereunder, thereunder or the funding of any purchases hereunder or a Program Support Agreement(including Incremental Fundings) with respect thereto by any Purchaser, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by then such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductionreduced payments shall be payable to such Indemnified Party in accordance with Section 9.05(c).
(b) If any Indemnified Party shall have determined that the adoption that, after the date hereof hereof, the adoption of any applicable Law law, rule, standard or bank regulatory guideline regulation by any Official Body regarding or related to capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding or related to capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of lawa Governmental Rule) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reductionreduction shall be payable to such Indemnified Party in accordance with Section 9.05(c). For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 9.04(b).
(c) The Agent Any Indemnified Party who makes a demand for payment of increased costs or capital pursuant to Section 9.04(a) or (b) shall promptly notify deliver to the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and Seller a certificate setting forth in reasonable detail the additional amount computation of such increased costs or amounts to be paid to it hereunder shall be conclusive in capital and specifying the basis therefor. In the absence of manifest error, such certificate shall be conclusive and binding for all purposes. In determining such amount, the Agent or any applicable Each Indemnified Party may shall use reasonable efforts to mitigate the effect upon of any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one such increased costs or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPVcapital requirements; provided, however, it shall not be obligated to take any action that if such Additional Costs are attributable it determines would be disadvantageous to the SPV, the Originator it or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costsinconsistent with its policies.
Appears in 1 contract
Samples: Note Purchase Agreement (Navistar Financial Dealer Note Master Owner Trust)
Indemnity for Taxes, Reserves and Expenses. (a) If after the Closing Datedate hereof, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of Law):
(i) shall subject any Affected Party and any permitted assigns (collectively, the "Indemnified Party (or its applicable lending officeParties") to any cost, liability, tax, ----------- ------- duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Purchase Documents, the ownership, maintenance or financing of the Asset Purchased Interest, the Receivables or payments of amounts due hereunderthereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Purchase Documents, the ownership, maintenance or financing of the Asset Purchased Interest, the Receivables or payments of amounts due hereunder thereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Purchase Documents, the ownership, maintenance Purchased Interest or financing of the Asset Interest Receivables (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s 's principal executive office is located);; or
(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Purchase Documents, the ownership, maintenance or financing of the Asset Purchased Interest, the Receivables or payments of amounts due hereunder thereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Purchase Documents, the ownership, maintenance Purchased Interest or financing of the Asset InterestReceivables; or
or (iii) imposes upon any Indemnified Party any other condition or expense (including any loss of marginincluding, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Purchase Documents, the ownership, maintenance or financing of the Asset Purchased Interest, the Receivables or payments of amounts due hereunder thereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Purchase Documents, the ownership, maintenance Purchased Interest or financing of the Asset Interests, Receivables; and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Purchase Documents, the ownership, maintenance or financing of the Asset Purchased Interest, the Receivables, the obligations hereunderthereunder, the funding of any purchases hereunder thereunder, under the Asset Purchase Agreement, the APA Credit Agreement or a the Program Support Letter of Credit Reimbursement Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) 10 days after demand in writing by such Indemnified Party through the Agentany Owner, the SPV shall pay to the Agent, for the benefit of such Administrative Agent or other Indemnified Party, the Seller hereby agrees to pay or cause to be paid to such Owner, the Administrative Agent or such other Indemnified Party such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reductioncost.
(b) If any Indemnified Party shall have determined that the adoption that, after the date hereof hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official BodyGovernmental Authority, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official BodyGovernmental Authority, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) 10 days after demand in writing by any Owner or the Administrative Agent, the Seller hereby agrees to pay to such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.
(c) The Each Owner and the Administrative Agent shall will promptly notify the SPV Seller of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation9.02. A notice by the Agent any Owner, or the applicable Indemnified Party Administrative Agent on behalf of an Owner, claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party Owner may use any reasonable averaging and attributing methods.
(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lexmark International Group Inc)
