Increased Costs, Illegality, etc (a) In the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (i) below, may be made only by the Administrative Agent):
Servicer Compensation The Servicer shall withdraw its Servicing Fee for each Mortgage Loan net of any Month End Interest payable pursuant to Section 7.6.1 from the related Custodial P&I Account prior to the remittance of such amounts to the Certificate Account with all other payments received with respect to the Mortgage Loans.
Tax Savings If, by reason of any payment made, or events giving rise to such payment, to or for the account of any Tax Indemnitee by Lessee pursuant to Section 39(a) or 39(b), such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund which was not taken into account previously in computing such payment by Lessee to or for the account of the Tax Indemnitee, then the Tax Indemnitee will pay to Lessee an amount equal to such actual reduction in Taxes or such refund (including interest received), plus the amount of any additional reduction in Taxes of the Tax Indemnitee attributable to the payment made by the Tax Indemnitee to Lessee pursuant to this sentence; provided, however, that (A) the Tax Indemnitee will not be obligated to make such payment with respect to any net Tax savings or refund to the extent that the amount of such payment would exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee over (y) the amount of all prior payments by the Tax Indemnitee to Lessee; provided, that any such excess tax savings realized (or deemed realized) by such Tax Indemnitee which are not paid to Lessee as a result of this subclause (A) will be carried forward and reduce Lessee's obligations to make subsequent payments to such Tax Indemnitee pursuant to Section 39 of this 84 Agreement; and (B) if any such Tax savings or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes of determining "After-Tax Basis" will be lost or otherwise determined to be unavailable, such lost or otherwise unavailable Tax savings or refund will be treated as a Tax for which Lessee must indemnify the Tax Indemnitee pursuant to Section 39(a) or 39(b), as the case may be (without regard to the exceptions in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual rate.
Increased Costs and Reduction of Return (a) If any Lender determines that due to either (i) the introduction of or any change in the interpretation of any law or regulation or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any LIBOR Rate Loans, then the Borrowers shall be liable for, and shall from time to time, upon demand (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Lender, additional amounts as are sufficient to compensate such Lender for such increased costs.
Base Pay You shall be paid an annual salary (“Base Pay”) of $287,000, which shall be payable in equal periodic installments according to the Corporation's customary payroll practices, but no less frequently than monthly, and subject to such withholdings and deductions as required by law. Your Base Pay shall be reviewed in April of each year by the Board of Directors, and any change in Base Pay approved by the Board shall become effective April 1 of the year in which it is approved.
Discretionary Sales The Collateral Manager may direct the Trustee to sell (in addition to any sales pursuant to clauses (a) through (e) above) any Collateral Obligation to any party other than ORCC at any time other than during a Restricted Trading Period if after giving effect to such sale, the Aggregate Principal Balance of all Collateral Obligations sold as described in this Section 12.1(g) during the preceding period of 12 calendar months (or, for the first 12 calendar months after the Closing Date, during the period commencing on the Closing Date) is not greater than 25% of the Collateral Principal Amount as of the first day of such 12 calendar month period (or as of the Closing Date, as the case may be).
Illegality; Increased Costs; Deposits Not Available If at any time any Lender shall have determined that:
Excess Compensation For purposes of Option (f), (g) or (h), "Excess Compensation" means Compensation in excess of the following Integration Level: (Choose (1) or (2))
Category 4 Funds On sales of Class A shares and Class 529-A shares of the Funds listed in Category 4 on the attached Schedule A, no dealer concessions will be paid.
Nondiscretionary Details and Minor Expenses The Custodian shall attend to all nondiscretionary details in connection with the sale or purchase or other administration of Investments, except as otherwise directed by Instruction, and may make payments to itself or others for minor expenses of administering Investments under this Agreement, provided that the Fund shall have the right to request an accounting with respect to such expenses.
