Common use of Yield Protection Amount Clause in Contracts

Yield Protection Amount. If any Regulatory Change occurring after the date hereof: (i) shall subject any Credit Support Party to any tax, duty or other charge with respect to any Series B Note (or its participation therein), or any of its obligations or right to acquire or hold any Series B Note or to provide funding, liquidity, credit or asset purchase support to the CP Conduit in respect of any of the foregoing (or with respect to its participation in any of the foregoing), or shall change the basis of taxation of payments to the Credit Support Party of the principal or interest on any Series B Note (or its participation in any of the foregoing) or any other amounts due hereunder or under any funding, liquidity, or credit support agreement it may have with the CP Conduit (collectively, a "Transaction Document") or its obligations or rights, if any, to acquire or participate in any Series B Note or to provide funding, liquidity, credit or asset purchase support to the CP Conduit in respect of any of the foregoing (or with respect to its participation in any of the foregoing) (except for changes in the rate of tax on or determined by reference to the overall net income of such Credit Support Party imposed by the United States of America); or (ii) shall impose upon any Credit Support Party, modify or deem applicable any reserve, special deposit or similar requirement against assets of any Credit Support Party, deposits or obligations with or for the account of any Credit Support Party or with or for the account of any Affiliate (or entity deemed by the Federal Reserve Board to be an Affiliate) of any Credit Support Party, or credit extended by any Credit Support Party; or (iii) shall change the amount of capital maintained or required or requested or directed to be maintained by any Credit Support Party; or (iv) shall impose any other condition affecting any Series B Note (or its participation therein) or any of its obligations or right to acquire or hold any Series B Note or to provide funding, liquidity, credit or asset purchase support to the CP Conduit in respect of any of the foregoing (or with respect to its participation in any of the foregoing); and the result of any of the foregoing is or would be (I) to increase the cost to (or impose a cost on) (I) a Credit Support Party funding or acquiring or holding any Series B Note, or loans or other extensions of credit under any Transaction Document or any obligation or commitment of such Credit Support Party with respect to any of the foregoing, or (II) a Credit Support Party for continuing its relationship with the CP Conduit, (II) to reduce the amount of any sum received or receivable by a Credit Support Party as successor in interest to the CP Conduit as a Series B Note Holder under this Indenture, or under any Transaction Document (or its participation in any of the foregoing), or (III) to reduce the rate of return on the capital of such a Credit Support Party as a consequence of its obligations under the Transaction Documents (or its participation therein) to a level below that which such Credit Support Party could otherwise have achieved, in each such case by an amount reasonably deemed by such Credit Support Party to be material, then prior to the next scheduled Payment Date, and in any case within 30 days after demand by such Credit Support Party (which demand shall be accompanied by a statement setting forth in reasonable detail the basis of such demand), the Issuer shall pay directly to the Trustee for the benefit of such Credit Support Party such additional amount or amounts as will compensate such Credit Support Party for such additional or increased cost or such reduction (the "Yield Protection Amount"). The Trustee will deposit such amounts in the Collection Account for distribution in accordance with Article 4. In determining any amount provided for or referred to in this Section 3.8(b), a Credit Support Party may use any reasonable averaging and attribution method that it (in its sole discretion) shall deem applicable. Any Credit Support Party when making a claim under this Section 3.8(b) shall submit to the Issuer and the Trustee a statement as to such increased cost or reduced return (including calculation thereof in reasonable detail), which statement shall, in the absence of error, be conclusive and binding upon the Issuer. No Credit Support Party shall be entitled to recover any Yield Protection Amount under this Section 3.8(b), incurred or accrued more than 180 days prior to the notice described in this Section 3.8(b), unless (i) the Regulatory Change giving rise to such Yield Protection Amount is retroactive in its application to said Credit Support Party, or (ii) said Credit Support Party lacked knowledge of the Regulatory Change.

Yield Protection Amount. If Subject to Section 11.6, if any Regulatory Change occurring after the date hereof: (i) shall subject any Credit Support Party to any tax, duty or other charge with respect to any Series B Note (or its participation therein), or any of its obligations or right to acquire or hold any Series B Note or to provide funding, liquidity, credit or asset purchase support to the CP Conduit in respect of any of the foregoing (or with respect to its participation in any of the foregoing), or shall change the basis of taxation of payments to the Credit Support Party of the principal or interest on any Series B Note (or its participation in any of the foregoing) or any other amounts due hereunder or under any funding, liquidity, or credit support agreement it may have with the CP Conduit (collectively, a "Transaction Document") or its obligations or rights, if any, to acquire or participate in any Series B Note or to provide funding, liquidity, credit or asset purchase support to the CP Conduit in respect of any of the foregoing (or with respect to its participation in any of the foregoing) (except for changes in the rate of tax on or determined by reference to the overall net income of such Credit Support Party imposed by the United States of America); or (iia) shall impose upon any Credit Support PartyFinancing Party (which, for purposes of this Section 11.3, shall include any Participant to the extent such Participant is entitled to the benefit of this provision pursuant to Section 10.4), modify or deem applicable any reserve, special deposit or similar requirement against assets of any Credit Support Financing Party, deposits or obligations with or for the account of any Credit Support Financing Party or with or for the account of any Affiliate (or entity deemed by the Federal Reserve Board to be an Affiliate) of any Credit Support Financing Party, or credit extended by any Credit Support PartyFinancing Party (except any reserve requirement already reflected in the LIBOR Rate); or (iiib) shall change the amount of capital maintained or required or requested or directed to be maintained by any Credit Support Financing Party or such Financing Party’s holding company; or (ivc) shall impose any other condition affecting any Series B Note Lessor Advance or any Operative Agreement (or its any Financing Party’s participation therein) or any of its obligations or right to acquire or hold any Series B Note or to provide funding, liquidity, credit or asset purchase support to the CP Conduit in respect of any of the foregoing (or with respect to its participation in any of the foregoing)Lessor Advance; and the result of any of the foregoing is or would bebe with regard to the transactions evidenced by the Operative Agreements: (Ii) to increase the cost to (or impose a cost on) (I) a Credit Support Financing Party funding or acquiring or holding any Series B Note, Lessor Advance or loans or other extensions of credit under any Transaction Document Operative Agreement or any obligation or commitment of such Credit Support Financing Party with respect to any of the foregoing, or (II) a Credit Support Party for continuing its relationship with the CP Conduit, (IIii) to reduce the amount of any sum received or receivable by a Credit Support Financing Party as successor a Lessor Party (or otherwise in interest to respect of any of the CP Conduit as a Series B Note Holder under this IndentureLessor Advances), or under any Transaction Document Operative Agreement (or its participation in any of the foregoing), or (IIIiii) to reduce the rate of return on the capital of such a Credit Support Financing Party as a consequence of its obligations under the Transaction Documents Operative Agreements (or its participation therein) to a level below that which such Credit Support Financing Party could otherwise have achieved, in each such case by an amount reasonably deemed by such Credit Support Financing Party to be material, then prior to the next scheduled Payment Date, and in any case within 30 thirty (30) days after demand by such Credit Support Party (which demand shall be accompanied by a statement setting forth in reasonable detail the basis of such demand)Financing Party, the Issuer Lessee shall pay directly to the Trustee for the benefit of such Credit Support Financing Party such additional amount or amounts as will compensate such Credit Support Financing Party for such additional or increased cost or such reduction (the "“Yield Protection Amount"”). The Trustee will deposit ; provided that the Lessee shall not be required to compensate any Financing Party pursuant to the foregoing provisions of this Section 11.3 for any increased costs incurred or reductions suffered more than one hundred twenty (120) days prior to the date that such amounts in Financing Party notifies the Collection Account for distribution in accordance with Article 4Lessee of the event or circumstances giving rise to such increased costs or reductions and of such Financial Party’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the one hundred twenty (120) days period referred to above shall be extended to include the period of retroactive effect thereof). In determining any amount provided for or referred to in this Section 3.8(b)11.3, a Credit Support Financing Party may use any reasonable averaging and attribution method that it (in its sole discretion) shall deem applicable. Any Credit Support Financing Party when making a claim under this Section 3.8(b) 11.3 shall submit to the Issuer and the Trustee Lessee a statement as to such increased cost or reduced return (including calculation thereof in reasonable detail), which statement shall, in the absence of error, be conclusive and binding upon the Issuer. No Credit Support Lessee. (d) Notwithstanding any other provision of this Agreement, if any Financing Party shall be (including, for purposes of this Section 11.3(d), any Participant to the extent such Participant is entitled to recover the benefit of this provision pursuant to Section 10.4) shall notify the Agent that the introduction of or any Yield Protection Amount under this Section 3.8(b)change in or in the interpretation of any Law or regulation makes it unlawful, incurred or accrued more than 180 days prior any central bank or other governmental authority asserts that it is unlawful, for any Financing Party to the notice described in this Section 3.8(b), unless perform its obligations hereunder to make or maintain Eurodollar Lessor Advances then (i) each Eurodollar Lessor Advance will automatically, at the Regulatory Change giving rise to earlier of the end of the Lessor Yield Period for such Yield Protection Amount is retroactive in its application to said Credit Support PartyEurodollar Lessor Advance or the date required by law, or convert into an ABR Lessor Advance, and (ii) said Credit Support Party lacked knowledge the obligation of the Regulatory ChangeFinancing Parties to make, convert or continue Eurodollar Lessor Advances shall be suspended until the Agent shall notify the Lessee that such Financing Party has determined that the circumstances causing such suspension no longer exist.

Yield Protection Amount. If Subject to Section 11.6, if any Regulatory Change occurring after the date hereof: (i) shall subject any Credit Support Party to any tax, duty or other charge with respect to any Series B Note (or its participation therein), or any of its obligations or right to acquire or hold any Series B Note or to provide funding, liquidity, credit or asset purchase support to the CP Conduit in respect of any of the foregoing (or with respect to its participation in any of the foregoing), or shall change the basis of taxation of payments to the Credit Support Party of the principal or interest on any Series B Note (or its participation in any of the foregoing) or any other amounts due hereunder or under any funding, liquidity, or credit support agreement it may have with the CP Conduit (collectively, a "Transaction Document") or its obligations or rights, if any, to acquire or participate in any Series B Note or to provide funding, liquidity, credit or asset purchase support to the CP Conduit in respect of any of the foregoing (or with respect to its participation in any of the foregoing) (except for changes in the rate of tax on or determined by reference to the overall net income of such Credit Support Party imposed by the United States of America); or (iia) shall impose upon any Credit Support PartyFinancing Party (which, for purposes of this Section 11.3, shall include any Participant to the extent such Participant is entitled to the benefit of this provision pursuant to Section 10.4), modify or deem applicable any reserve, special deposit or similar requirement against assets of any Credit Support Financing Party, deposits or obligations with or for the account of any Credit Support Financing Party or with or for the account of any Affiliate (or entity deemed by the Federal Reserve Board to be an Affiliate) of any Credit Support Financing Party, or credit extended by any Credit Support PartyFinancing Party (except any reserve requirement already reflected in the Term SOFR Reference Rate); or (iiib) shall change the amount of capital maintained or required or requested or directed to be maintained by any Credit Support Financing Party or such Financing Party’s holding company; oror CHAR1\1917164v13 (ivc) shall impose any other condition affecting any Series B Note Lessor Advance or any Operative Agreement (or its any Financing Party’s participation therein) or any of its obligations or right to acquire or hold any Series B Note or to provide funding, liquidity, credit or asset purchase support to the CP Conduit in respect of any of the foregoing (or with respect to its participation in any of the foregoing)Lessor Advance; and the result of any of the foregoing is or would bebe with regard to the transactions evidenced by the Operative Agreements: (Ii) to increase the cost to (or impose a cost on) (I) a Credit Support Financing Party funding or acquiring or holding any Series B Note, Lessor Advance or loans or other extensions of credit under any Transaction Document Operative Agreement or any obligation or commitment of such Credit Support Financing Party with respect to any of the foregoing, or (II) a Credit Support Party for continuing its relationship with the CP Conduit, (IIii) to reduce the amount of any sum received or receivable by a Credit Support Financing Party as successor a Lessor Party (or otherwise in interest to respect of any of the CP Conduit as a Series B Note Holder under this IndentureLessor Advances), or under any Transaction Document Operative Agreement (or its participation in any of the foregoing), or (IIIiii) to reduce the rate of return on the capital of such a Credit Support Financing Party as a consequence of its obligations under the Transaction Documents Operative Agreements (or its participation therein) to a level below that which such Credit Support Financing Party could otherwise have achieved, in each such case by an amount reasonably deemed by such Credit Support Financing Party to be material, then prior to the next scheduled Payment Date, and in any case within 30 thirty (30) days after demand by such Credit Support Party (which demand shall be accompanied by a statement setting forth in reasonable detail the basis of such demand)Financing Party, the Issuer Lessee shall pay directly to the Trustee for the benefit of such Credit Support Financing Party such additional amount or amounts as will compensate such Credit Support Financing Party for such additional or increased cost or such reduction (the "“Yield Protection Amount"”). The Trustee will deposit ; provided that the Lessee shall not be required to compensate any Financing Party pursuant to the foregoing provisions of this Section 11.3 for any increased costs incurred or reductions suffered more than one hundred twenty (120) days prior to the date that such amounts in Financing Party notifies the Collection Account for distribution in accordance with Article 4Lessee of the event or circumstances giving rise to such increased costs or reductions and of such Financial Party’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the one hundred twenty (120) days period referred to above shall be extended to include the period of retroactive effect thereof). In determining any amount provided for or referred to in this Section 3.8(b)11.3, a Credit Support Financing Party may use any reasonable averaging and attribution method that it (in its sole discretion) shall deem applicable. Any Credit Support Financing Party when making a claim under this Section 3.8(b) 11.3 shall submit to the Issuer and the Trustee Lessee a statement as to such increased cost or reduced return (including calculation thereof in reasonable detail), which statement shall, in the absence of error, be conclusive and binding upon the Issuer. No Credit Support Lessee. (d) Notwithstanding any other provision of this Agreement or any other Operative Agreement, if any Financing Party shall be (including, for purposes of this Section 11.3(d), any Participant to the extent such Participant is entitled to recover the benefit of this provision pursuant to Section 10.4) shall notify the Agent that the introduction of or any Yield Protection Amount under this Section 3.8(b)change in or in the interpretation of any Law or regulation makes it unlawful, incurred or accrued more than 180 days prior any central bank or other governmental authority asserts that it is unlawful, for any Financing Party to the notice described in this Section 3.8(b), unless perform its obligations hereunder to make or maintain SOFR Lessor Advances then (i) each SOFR Lessor Advance will automatically, at the Regulatory Change giving rise to such Yield Protection Amount is retroactive in its application to said Credit Support Party, or (ii) said Credit Support Party lacked knowledge earlier of the Regulatory Change.end of the Lessor Yield Period for such SOFR Lessor Advance or the date required by law, convert into an ABR Lessor Advance, unless such introduction of or such change in or in the interpretation of any Law or regulation requires that the Lessor Yield shall be the Benchmark Replacement determined by the Agent pursuant to clause (2) of the definition of “Benchmark Replacement” and CHAR1\1917164v13

Yield Protection Amount. If any Regulatory Change occurring after the date hereof: (i) shall subject any Note Holder or Credit Support Party to any tax, duty or other charge with respect to any Series B Note (or its participation therein), or any of its obligations or right to acquire or hold any Series B Note or to provide funding, liquidity, credit or asset purchase support to the a CP Conduit in respect of any of the foregoing (or with respect to its participation in any of the foregoing), or shall change the basis of taxation of payments to the a Note Holder or Credit Support Party of the principal or interest on any Series B Note (or its participation in any of the foregoing) or any other amounts due hereunder or under any funding, liquidity, or credit support agreement it may have with the a CP Conduit or another Credit Support Party (collectively, a "Transaction Document") or its obligations or rights, if any, to acquire or participate in any Series B Note or to provide funding, liquidity, credit or asset purchase support to the a CP Conduit or another Credit Support Party in respect of any of the foregoing (or with respect to its participation in any of the foregoing) (except for changes in the rate of tax on or determined by reference to the overall net income of such Note Holder or Credit Support Party or franchise tax based on capital or net income of such Note Holder or Credit Support Party imposed by the United States of AmericaAmerica or any state); or (ii) shall impose upon any Note Holder or Credit Support Party, modify or deem applicable any reserve, special deposit or similar requirement against assets of any Note Holder or Credit Support Party, deposits or obligations with or for the account of any Note Holder or Credit Support Party or with or for the account of any Affiliate (or entity deemed by the Federal Reserve Board to be an Affiliate) of any Note Holder or Credit Support Party, or credit extended by any Note Holder or Credit Support Party; or (iii) shall change the amount of capital maintained or required or requested or directed to be maintained by any Note Holder or Credit Support Party; or (iv) shall impose any other condition affecting any Series B Note (or its participation therein) or any of its obligations or right to acquire or hold any Series B Note or to provide funding, liquidity, credit or asset purchase support to the a CP Conduit or Credit Support Party in respect of any of the foregoing (or with respect to its participation in any of the foregoing); and the result of any of the foregoing is or would be (I) to increase the cost to (or impose a cost on) (I) a Note Holder or Credit Support Party funding or acquiring or holding any Series B Note, or loans or other extensions of credit under any Transaction Document or any obligation or commitment of such Note Holder or Credit Support Party with respect to any of the foregoing, or (II) a Credit Support Party for continuing its relationship with the its respective CP Conduit, (II) to reduce the amount of any sum received or receivable by a Credit Support Party as successor in interest to the a CP Conduit as a Series B Note Holder under this Indenture, or under any Transaction Document (or its participation in any of the foregoing), or (III) to reduce the rate of return on the capital of such a Credit Support Party as a consequence of its obligations under the Transaction Documents (or its participation therein) to a level below that which such Credit Support Party could otherwise have achieved, in each such case by an amount reasonably deemed by such Note Holder or Credit Support Party to be material, then prior to the next scheduled Payment Date, and in any case within 30 days after demand by such Note Holder or Credit Support Party (which demand shall be accompanied by a statement setting forth in reasonable detail the basis of such demand), the Issuer shall pay directly to the Trustee for the benefit of such Note Holder or Credit Support Party such additional amount or amounts as will compensate such Note Holder or Credit Support Party for such additional or increased cost or such reduction (the "Yield Protection Amount"). The Trustee will deposit such amounts in the Collection Account for distribution in accordance with Article 45. In determining any amount provided for or referred to in this Section 3.8(b3.7(b), a Note Holder or Credit Support Party may use any reasonable averaging and attribution method that it (in its sole discretion) shall deem applicable. Any Note Holder or Credit Support Party when making a claim under this Section 3.8(b3.7(b) shall submit to the Issuer and the Trustee a statement as to such increased cost or reduced return (including calculation thereof in reasonable detail), which statement shall, in the absence of error, be conclusive and binding upon the Issuer. No Note Holder or Credit Support Party shall be entitled to recover any Yield Protection Amount under this Section 3.8(b3.7(b), incurred or accrued more than 180 days prior to the notice described in this Section 3.8(b3.7(b), unless (i) the Regulatory Change giving rise to such Yield Protection Amount is retroactive in its application to said Note Holder or Credit Support Party, or (ii) said Credit Support Party lacked knowledge of the Regulatory Change.