Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.
Appears in 6 contracts
Sources: Loan and Servicing Agreement (DT Credit Company, LLC), Loan and Servicing Agreement (DT Credit Company, LLC), Loan and Servicing Agreement (DT Credit Company, LLC)
Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof or (y) with the requirements of, whether such compliance is commenced prior to or after the date hereof, any of (a) Basel III or (b) the ▇▇▇▇-▇▇▇▇▇ Act, or any existing rules, regulations, guidance, interpretations or directives from the United States bank regulatory agencies relating to Basel III or the ▇▇▇▇-▇▇▇▇▇ Act affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing AgentParty, the Borrower Borrowers shall pay to such Affected Party (as a third party beneficiaryParty, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable LenderAffected Party’s agreements hereunder.
(b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected PartyLender, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower Representative a certificate describing such compensationcompensation in reasonable detail, which certificate shall be conclusive in the absence of manifest error.
(c) Failure or delay on the part of any Managing Agent Lender to demand compensation pursuant to Section 2.11(a2.10(a) shall not constitute a waiver of such Managing AgentLender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section 2.10 for any increased capital unless such Managing Agent gives notice costs or payments incurred more than 120 days prior to the Borrower and the Program Agent to compensate date that such Lender notifies the Borrower Representative of circumstances under subclauses (a)(i) or Affected Party in its Lender Group pursuant (ii) above giving rise to this Section within 180 days after such increased costs or payments; provided further that, if the date circumstances under subclauses (a)(i) or (ii) above giving rise to such Managing Agent knows an event has occurred pursuant increased costs or payments are retroactive, then the 120-day period referred to which such Lender or Affected Party in its Lender Group will seek such compensationabove shall be extended to include the period of retroactive effect thereof.
Appears in 6 contracts
Sources: Loan Agreement (Invitation Homes Inc.), Loan Agreement (Invitation Homes Inc.), Loan Agreement (Invitation Homes Inc.)
Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any the Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing AgentParty, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to timeLender), as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.
(b) Each Managing Agent Affected Party will promptly notify the Borrower and the Program Agent Lender of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.12(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower and the Lender a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error.
(c) Failure or delay on the part of any Managing Agent Affected Party to demand compensation pursuant to Section 2.11(a2.12(a) shall not constitute a waiver of such Managing AgentAffected Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent Affected Party gives notice to the Borrower and the Program Agent Lender to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent Affected Party knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.
Appears in 4 contracts
Sources: Loan and Servicing Agreement (DT Acceptance Corp), Loan and Servicing Agreement (DT Credit Company, LLC), Loan and Servicing Agreement (DT Credit Company, LLC)
Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.
(b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.12(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error.
(c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.12(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.
Appears in 4 contracts
Sources: Loan and Servicing Agreement (DT Credit Company, LLC), Loan and Servicing Agreement (DT Credit Company, LLC), Loan and Servicing Agreement (DT Acceptance Corp)
Increased Capital. (a) If either (i) any Lender or the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably Issuing Bank determines that the amount of such any Change in Law regarding capital is increased by or based upon the existence of any Lender’s agreement to make liquidity requirements has or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party Lender’s or the related Managing Agent, the Borrower shall pay Issuing Bank’s holding company (if any) to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent level below that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.
(b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Partythe Issuing Bank or such Lender’s or the Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity), be otherwise disadvantageous to it or inconsistent with its internal policies. In determining and (ii) the amount of such compensationcapital or liquidity is increased by or based upon (A) the making or maintenance by any Lender of its Loans, including any Alternative Currency Loans, any Lender’s participation in or obligation to participate in the Loans, including the Alternative Currency Loans, Letters of Credit or other advances made hereunder or the existence of any Lender’s obligation to make Loans or Alternative Currency Loans, or (B) the issuance or maintenance by any Lender of, or the existence of any Lender’s obligation to issue, Letters of Credit, then, in any such case, upon written demand by such Lender (with a copy of such demand to the Administrative Agent) from time to time the Borrower will pay to such Lender or Affected Party the Issuing Bank, as the case may use be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any reasonable averaging and attribution methodssuch reduction suffered. The applicable Borrower shall not be required to pay such additional amounts unless such amounts are the result of requirements imposed generally on lenders similar to such Lender or Affected Party (the Issuing Bank and not the result of some specific reserve or similar requirement imposed on such partyLender or the Issuing Bank as a result of such Lender’s related Managing Agent) or the Issuing Bank’s special circumstances. Such demand shall submit be accompanied by a statement as to the Borrower amount of such compensation and include a certificate describing brief summary of the basis for such compensation, which certificate demand. Such statement shall be conclusive in the absence of and binding for all purposes, absent manifest error.
(c) . The Borrower or any Qualified Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Managing Agent Lender or the Issuing Bank to demand compensation pursuant to this Section 2.11(a) shall not constitute a waiver of such Managing AgentLender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate any a Lender or Affected Party in its Lender Group the Issuing Bank pursuant to this Section for any increased capital unless such Managing Agent gives notice reductions incurred more than 180 days prior to the Borrower and the Program Agent to compensate date that such Lender or Affected Party the Issuing Bank, as the case may be, notifies the Borrower of the Change in its Lender Group pursuant Law giving rise to this such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section within 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationdays.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Washington Prime Group Inc.), Revolving Credit and Term Loan Agreement (Washington Prime Group Inc.)
Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof or (y) the requirements of, whether such compliance is commenced prior to or after the date hereof, any of (a) Basel III or (b) the ▇▇▇▇-▇▇▇▇▇ Act, or any existing rules, regulations, guidance, interpretations or directives from the United States bank regulatory agencies relating to Basel III or the ▇▇▇▇-▇▇▇▇▇ Act affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty five (305) days Business Days after demand by such Affected Party or the related Managing AgentParty, the Borrower Borrowers shall pay to such Affected Party (as a third party beneficiaryParty, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party for such reduction in light rate of such circumstancesreturn, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable LenderAffected Party’s agreements hereunder; provided, however, that the Borrowers shall only be required to pay any such amounts to such Lender if such Lender is imposing such costs generally on similarly situated borrowers.
(b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected PartyLender, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower Representative a certificate describing such compensationcompensation in reasonable detail, which certificate shall be conclusive in the absence of manifest error.
(c) Failure or delay on the part of any Managing Agent Lender to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing AgentLender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section 2.11 for any increased capital unless such Managing Agent gives notice costs or payments incurred more than 180 days prior to the Borrower and the Program Agent to compensate date that such Lender notifies the Borrower Representative of circumstances under subclauses (a)(i) or Affected Party in its Lender Group pursuant (ii) above giving rise to this Section within 180 days after such increased costs or payments; provided further that, if the date circumstances under subclauses (a)(i) or (ii) above giving rise to such Managing Agent knows an event has occurred pursuant increased costs or payments are retroactive, then the 180-day period referred to which such Lender or Affected Party in its Lender Group will seek such compensationabove shall be extended to include the period of retroactive effect thereof.
Appears in 2 contracts
Sources: Loan Agreement (Bluerock Homes Trust, Inc.), Loan Agreement (Bluerock Residential Growth REIT, Inc.)
Increased Capital. (a) If any Indemnified Party determines that either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation after the date hereof or (ii) the compliance by any Affected Party with any directive guideline or request issued or made after the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Indemnified Party or any corporation controlling such Affected Indemnified Party reasonably determines and that the amount of such capital is increased by or based upon the existence of such Indemnified Party’s commitment, if any, to purchase any Lender’s agreement Receivable Interest (or interest therein), or to make maintain such Receivable Interest (or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialinterest therein) hereunder, then, within thirty (30) days after five Business Days following demand and delivery to the Seller of the certificate referred to in the third-to-last sentence of this Section 2.13 by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Indemnified Party (as a third party beneficiary, in or by the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Indemnified Party) (with a copy of such demand and certificate to the Agent) the Seller shall pay to the Agent for the account of such Indemnified Party from time to time, as specified by such Affected Party or such Managing AgentIndemnified Party, additional amounts sufficient to compensate such Affected Indemnified Party or such corporation in the light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Indemnified Party reasonably determines such increase in capital to be attributable allocable to the existence of the applicable Lender’s agreements hereunder.
(b) any such commitment. Each Managing Agent will Indemnified Party hereto agrees to use reasonable efforts promptly to notify the Borrower and the Program Agent Seller of any event referred to in the first sentence of this Section 2.13, provided that the failure to give such notice shall not affect the rights of any Indemnified Party under this Section 2.13; provided, however, that no Indemnified Party shall be entitled to compensation under this Section 2.13 for any change in capital requirements incurred more than 90 days prior to the date on which it has knowledgeshall have requested compensation therefor; provided, occurring after further, that if the date hereofchange in law or regulation or in the interpretation or administration thereof that shall give rise to any such change shall be retroactive, which will entitle any Lender or Affected Party then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof. A certificate in its Lender Group reasonable detail as to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need basis for, or reduce and the amount of, such compensation submitted to the Seller and will not, in the judgment of Agent by such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Indemnified Party (or by the Agent for the account of such party’s related Managing AgentIndemnified Party) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of and binding for all purposes, absent manifest error.
(c) Failure or delay on the part . Notwithstanding any other provision of any Managing Agent to this Section 2.13, no Indemnified Party shall demand compensation pursuant to under this Section 2.11(a) 2.13 if it shall not constitute a waiver at the time be the general policy or practice of such Managing Agent’s right Indemnified Party to demand such compensation; compensation in similar circumstances under comparable provisions of other receivables purchase agreements or credit agreements, if any. If any Indemnified Party shall receive as a refund any moneys from any source that it has listed on the certificate provided pursuant to the second preceding sentence, to the extent that the Borrower Seller has previously paid such amounts to such Indemnified Party, such Indemnified Party shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless promptly forward such Managing Agent gives notice refund to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationSeller without interest.
Appears in 2 contracts
Sources: Receivables Purchase Agreement (Lyondell Chemical Co), Receivables Purchase Agreement (Equistar Chemicals Lp)
Increased Capital. (a) If either (i) the introduction of after the date hereof of, or any change in or in the interpretation after the date hereof of, any applicable law, rule or regulation regarding capital adequacy by any Official Body of any law governmental authority, central bank or regulation comparable agency charged with the interpretation or administration thereof or (ii) the compliance by any an Affected Party with any directive guideline or request from any governmental authority, central bank or other Official Body comparable agency regarding capital adequacy issued after the date hereof (whether or not having the force of law) imposed after the date hereof affects ), has or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of materially reducing the rate of return on such Affected Party's capital as a consequence of such Affected Party by an amount deemed by Party's commitment under this Agreement or under its Program Support Agreement or the making of Variable Funding Advances to a level below that which such Affected Party to be materialcould have achieved but for such introduction, thenchange, within thirty (30) days after demand by such Affected Party interpretation or compliance, then the related Managing AgentServicer shall, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by cause the Issuer to pay to the Agent for the benefit of such Affected Party or on the next Payment Date after such Managing AgentAffected Party shall have provided notice to the Agent (and the Agent shall have provided notice to the Servicer) of such reduction, additional amounts sufficient to compensate such Affected Party in light for such reduction; provided, however, that no amount shall be payable by the Issuer pursuant to this Section 5.01(b) with respect to any period commencing more than sixty (60) days before delivery of such circumstancesnotice to Servicer; and provided, to the extent further, that such Affected Party or such Managing Agent on behalf additional amounts shall be payable solely in accordance with the Indenture. A certificate setting forth in reasonable detail the computation of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.
(b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensationreduction (it being understood that the reduction in return allocable hereunder shall be determined by such Affected Party's reasonable allocation of the aggregate of reductions in return on capital resulting from such event) and the basis therefor, submitted to the Agent by such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensationServicer by the Agent, which certificate shall be conclusive and binding for all purposes, in the absence of manifest error.
. Any such cost shall be included in the Variable Funding Increased Cost Amount (cupon notice of such loss given to the Servicer by the Investor suffering such loss) Failure or delay on the part of any Managing Agent to demand compensation and paid pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationIndenture.
Appears in 2 contracts
Sources: Variable Funding Note Purchase Agreement (Wodfi LLC), Variable Funding Note Purchase Agreement (Wodfi LLC)
Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof or (y) with the requirements of, whether such compliance is commenced prior to or after the date hereof, any of (a) the FAS 166/67 Rules, (b) Basel II or (c) the ▇▇▇▇-▇▇▇▇▇ Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS ▇▇▇/▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ II or the ▇▇▇▇-▇▇▇▇▇ Act (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.
(b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.12(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error.
(c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.12(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (DT Acceptance Corp), Loan and Servicing Agreement (DT Acceptance Corp)
Increased Capital. (a) If either (i) any Lender or the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably Issuing Bank determines that the amount of such any Change in Law regarding capital is increased by or based upon the existence of any Lender’s agreement to make liquidity ratios or maintain Loans hereunder and other similar agreements requirements has or facilities and such event would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party Lender’s or the related Managing Agent, the Borrower shall pay Issuing Bank’s holding company (if any) to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent level below that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.
(b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous the Issuing Bank or such Lender’s or the Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to it or inconsistent with its internal policies. In determining capital adequacy and liquidity,) and (ii) the amount of such compensationcapital or liquidity is increased by or based upon (A) the making or maintenance by any Lender of its Loans, including any Alternative Currency Loans, any Lender’s participation in or obligation to participate in the Loans, including the Alternative Currency Loans, Letters of Credit or other advances made hereunder or the existence of any Lender’s obligation to make Loans or Alternative Currency Loans, or (B) the issuance or maintenance by any Lender of, or the existence of any Lender’s obligation to issue, Letters of Credit, then, in any such case, upon written demand by such Lender (with a copy of such demand to the Administrative Agent) from time to time the Borrower will pay to such Lender or Affected Party the Issuing Bank, as the case may use be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any reasonable averaging and attribution methodssuch reduction suffered. The applicable Borrower shall not be required to pay such additional amounts unless such amounts are the result of requirements imposed generally on lenders similar to such Lender or Affected Party (the Issuing Bank and not the result of some specific reserve or similar requirement imposed on such partyLender or the Issuing Bank as a result of such Lender’s related Managing Agent) or the Issuing Bank’s special circumstances. Such demand shall submit be accompanied by a statement as to the Borrower amount of such compensation and include a certificate describing brief summary of the basis for such compensation, which certificate demand. Such statement shall be conclusive in the absence of and binding for all purposes, absent manifest error.
(c) . The Borrower or any Qualified Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Managing Agent Lender or the Issuing Bank to demand compensation pursuant to this Section 2.11(a) shall not constitute a waiver of such Managing AgentLender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate any a Lender or Affected Party in its Lender Group the Issuing Bank pursuant to this Section for any increased capital unless such Managing Agent gives notice reductions incurred more than 180 days prior to the Borrower and the Program Agent to compensate date that such Lender or Affected Party the Issuing Bank, as the case may be, notifies the Borrower of the Change in its Lender Group pursuant Law giving rise to this such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section within 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationdays.
Appears in 2 contracts
Sources: Credit Agreement (Simon Property Group L P /De/), Credit Agreement (Simon Property Group L P /De/)
Increased Capital. (a) If either If, after the date hereof, (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or regulation, (ii) compliance by any Affected Party with any new or changed directive or request from any central bank or other Official Body (whether or not having the force of law), or (iii) imposed after any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the date hereof establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic), affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s 's agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty on the next Settlement Date which occurs at least five (305) days after demand by such Affected Party or receipt of the related Managing Agentcertificate described in Section 2.13(b), the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Administrative Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Administrative Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Administrative Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s 's agreements hereunder.
(b) Each Managing Administrative Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.13(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policiesit. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s 's related Managing Administrative Agent) shall submit to the Borrower a certificate describing in reasonable detail such compensationcompensation (including the calculations thereof), which certificate shall be conclusive in the absence of manifest error.
(c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (Harley Davidson Inc), Loan and Servicing Agreement (Harley Davidson Inc)
Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or regulation, (ii) compliance by any Affected Party with any directive or request from any central bank or other Official Body (whether or not having the force of law) or (iii) or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty five (305) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.
(b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policiesit. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error.
(c) Failure or delay on If less than all Lenders claim reimbursement from the part of any Managing Agent to demand compensation Borrower pursuant to Section 2.11(a), each such Lender claiming reimbursement shall be obligated, at the request of the Borrower, to assign all of its rights and obligations hereunder to (i) shall not constitute a waiver the Lenders of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group hereunder that are willing to accept such rights and obligations or (ii) another financial institution nominated by the Borrower which is reasonably acceptable to the other Lenders in such Lender Group and is willing to participate in this Agreement through the Scheduled Termination Date in place of such Lender; provided, that (x) the Lender claiming reimbursement receives payment in full, pursuant to this Section for any increased capital unless such Managing Agent gives notice an Assignment and Acceptance, of an amount equal to the aggregate outstanding principal balance of all Loans and all other accrued an unpaid Borrower Obligations owing to it and (ii) the Program Agent to compensate such replacement Committed Lender or Affected Party in its Lender Group pursuant to this proposed by the Borrower otherwise satisfies the requirements of Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation10.03(b).
Appears in 2 contracts
Sources: Loan and Servicing Agreement (Puget Sound Energy Inc), Loan and Servicing Agreement (Puget Energy Inc /Wa)
Increased Capital. (a) If either (i) Subject to the provisions of Section 6.4, if the introduction of or any change in or in the interpretation by any Official Body Interpretation of any law or regulation or (ii) compliance by the general imposition of any Affected Party with any directive guideline or general request from any central bank or other Official Body (whether or not having the force of law) imposed governmental authority after the date hereof hereof, affects or would affect the amount of capital required or expected to be maintained by any Affected Party after the date hereof, and such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon as a result of (i) the existence of any Lender’s such Affected Party's agreement to make or maintain Loans hereunder and other similar agreements an investment in the Notes or facilities and such event would have any interest therein or (ii) the effect existence of reducing the rate of return on capital of such Affected Party by an amount deemed any agreement by such Affected Party to be materialmake or maintain an investment in the Notes or any interest therein or to fund any such investment after the date hereof, then, within thirty (30) days after upon written demand by such Affected Party or (or, if such Affected Party is not a Purchaser, by the related Managing Purchaser from whom such Affected Party derives its rights) (with a copy to the Agent), the Borrower Issuer shall direct the Servicer and the Indenture Trustee in writing to pay to the Agent for the benefit of such Affected Party (as a third party beneficiary, in the case of any an Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to timethat is not also a Purchaser hereunder), additional amounts, as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocated to the existence of such Affected Party's agreement described in clause (i) above or the applicable Lender’s agreements hereunder.
(b) Each Managing Agent will promptly notify the Borrower and the Program Agent commitments of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or such Affected Party described in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policiesclause (ii) above. In determining the amount of such compensationamounts, such Lender or Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and distribution methods generally used by such Affected Party in determining amounts of this type. The applicable Lender or A certificate as to such amounts submitted to the Servicer, the Issuer and the Agent by such Affected Party (or or, if such party’s related Managing Agent) shall submit to Affected Party is not a Purchaser, by the Borrower a certificate describing Purchaser from whom such compensationAffected Party derives its rights), which certificate setting forth the calculation thereof in reasonable detail, shall be conclusive prima facie evidence of the amounts so owed. Any Affected Party that is entitled to compensation for increases in capital as described in this Section 6.2 shall use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to take such steps as would eliminate or reduce the absence amount of manifest error.
(c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower no such steps shall not be required to compensate any Lender or be taken if, in the reasonable judgment of such Affected Party in its Lender Group pursuant Party, such steps would be materially disadvantageous to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationParty.
Appears in 2 contracts
Sources: Class a Note Purchase Agreement (Oakwood Homes Corp), Class a Note Purchase Agreement (Oakwood Homes Corp)
Increased Capital. (a) If either (i) Subject to the provisions of Section 6.4, if the introduction of or any change in or in the interpretation by any Official Body Interpretation of any law or regulation or (ii) compliance by the imposition of any Affected Party with any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) imposed Governmental Authority after the date hereof hereof, affects or would affect the amount of capital required or expected to be maintained by any Affected Party after the date hereof, and such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon as a result of (i) the existence of any Lender’s such Affected Party's agreement to make or maintain Loans hereunder and other similar agreements an investment in the Notes or facilities and such event would have any interest therein or (ii) the effect existence of reducing the rate of return on capital of such Affected Party by an amount deemed any agreement by such Affected Party to be materialmake or maintain an investment in the Notes or any interest therein or to fund any such investment after the date hereof, then, within thirty (30) days after upon written demand by such Affected Party or (or, if such Affected Party is not a Purchaser, by the related Managing Purchaser from whom such Affected Party derives its rights) (with a copy to the Agent), the Borrower Issuer shall direct the Indenture Trustee in writing to pay to the Agent for the benefit of such Affected Party (as a third party beneficiary, in the case of any an Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to timethat is not also a Purchaser hereunder), additional amounts, as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocated to the existence of such Affected Party's agreement described in clause (i) above or the applicable Lender’s agreements hereunder.
(b) Each Managing Agent will promptly notify the Borrower and the Program Agent commitments of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or such Affected Party described in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policiesclause (ii) above. In determining the amount of such compensationamounts, such Lender or Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and distribution methods generally used by such Affected Party in determining amounts of this type. The applicable Lender or A certificate as to such amounts submitted to the Issuer and the Agent by such Affected Party (or or, if such party’s related Managing Agent) shall submit to Affected Party is not a Purchaser, by the Borrower a certificate describing Purchaser from whom such compensationAffected Party derives its rights), which certificate setting forth the calculation thereof in reasonable detail, shall be conclusive prima facie evidence of the amounts so owed. Any Affected Party that is entitled to compensation for increases in capital as described in this Section 6.2 shall use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to take such steps as would eliminate or reduce the absence amount of manifest error.
(c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower no such steps shall not be required to compensate any Lender or be taken if, in the reasonable judgment of such Affected Party in its Lender Group pursuant Party, such steps would be materially disadvantageous to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationParty.
Appears in 2 contracts
Sources: Note Purchase Agreement (Bluegreen Corp), Note Purchase Agreement (Bluegreen Corp)
Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body governmental or regulatory authority or agency of any law or regulation or (ii) compliance by any Affected Party with a change in or any directive new guideline or request from any central bank or other Official Body governmental authority (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement 's agreement, in its discretion, to make or maintain Loans Advances hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialfacilities, then, within thirty (30) days after upon demand by such Affected Party or the related Managing Agent, the Borrower shall immediately pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lendersa Lender) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing the Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing the Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocable to the existence any of the applicable Lender’s 's agreements hereunder. A certificate as to such amounts submitted to the Borrower by such Affected Party or the Agent, shall, in the absence of demonstrable error, be conclusive and binding for all purposes.
(b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledgeWith respect to amounts owing under this SECTION 2.08, occurring after the date hereof, which will entitle any Lender or such Affected Party in agrees that it will use its Lender Group reasonable efforts to reduce or eliminate any claim for compensation pursuant to Section 2.11(a). Each Lender or said SECTION 2.08 including, subject to applicable law, a change in its applicable lending office for this transaction; PROVIDED, HOWEVER, that nothing herein contained shall obligate any Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will notto take any action which, in the judgment opinion of such Lender or Affected Party, be is unlawful, otherwise disadvantageous adverse to it its interests or inconsistent with its internal policies. In determining the amount of results in any unreimbursed cost or expense to such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensationParty, which certificate shall be conclusive in the absence of manifest errorcost or expense would not have been incurred but for such action.
(c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.
Appears in 1 contract
Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.
(b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.12(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policiesit. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error.
(c) Failure or delay on If less than all Lenders claim reimbursement from the part of any Managing Agent to demand compensation Borrower pursuant to Section 2.11(a2.12(a), each such Lender claiming reimbursement shall be obligated, at the request of the Borrower, to assign all of its rights and obligations hereunder to (i) shall not constitute a waiver the Lenders of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group hereunder that are willing to accept such rights and obligations or (ii) another financial institution nominated by the Borrower which is reasonably acceptable to the other Lenders in such Lender Group and is willing to participate in this Agreement through the Scheduled Termination Date in place of such Lender; provided, that (x) the Lender claiming reimbursement receives payment in full, pursuant to this Section for any increased capital unless such Managing Agent gives notice an Assignment and Acceptance, of an amount equal to the aggregate outstanding principal balance of all Loans and all other accrued an unpaid Borrower Obligations owing to it and (ii) the Program Agent to compensate such replacement Committed Lender or Affected Party in its Lender Group pursuant to this proposed by the Borrower otherwise satisfies the requirements of Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation10.03(b).
Appears in 1 contract
Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body Governmental Authority of any law or regulation or (ii) compliance by any Affected Party with any directive guideline or request from any central bank or other Official Body Governmental Authority (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement Purchaser's agreement, in its discretion, to make or maintain Loans Purchases hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialfacilities, then, within thirty (30) days after upon demand by such Affected Party or the related Managing Agent, the Borrower Seller shall immediately pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the LendersPurchasers) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocable to the existence of the applicable Lender’s Purchaser's agreements hereunder.
(b) Each Managing Agent will promptly notify . A certificate as to such amounts submitted to the Borrower and Seller by such Affected Party or the Program Agent of any event of which it has knowledgeAgent, occurring after the date hereofshall, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error, be conclusive and binding for all purposes and shall state that substantially all similarly situated obligors of such Purchaser or Liquidity Provider are being treated similarly.
(cb) Failure If any Affected Party shall incur any loss, cost or delay expense as a result of the failure of any Capital Purchase to be made on the part date specified in the applicable Purchase Request for any reason (other than the failure of such Affected Party to fund any such Capital Purchase), the Seller shall, upon demand by such Affected Party or the related Managing Agent, pay such Affected Party or such Managing Agent the amount of such losses, costs and expenses; provided, however, if, in connection with an Asset Purchase Agreement or similar liquidity facility of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver Conduit Purchaser in connection with this Agreement or the funding or maintenance of purchases of Purchased Interests hereunder, such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be Conduit Purchaser is required to compensate a bank or other financial institution under circumstances similar to those described in this Section 2.08 then upon demand by such Conduit Purchaser, the Seller shall pay to such Conduit Purchaser such additional amount or amounts as may be necessary to reimburse such Conduit Purchaser for any Lender or such amounts paid by it. Such Affected Party in its Lender Group pursuant to this Section for any increased capital unless such or Managing Agent gives notice shall submit to the Borrower Seller a certificate as to such amounts, which certificate shall, in the absence of manifest error, be conclusive and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationbinding for all purposes.
Appears in 1 contract
Sources: Receivables Purchase Agreement (At&t Wireless Services Inc)
Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body governmental or regulatory authority or agency of any law or regulation or (ii) compliance by any Pur- chaser, the Administrative Agent, any Conduit Lender or any parent company of the foregoing (each an "Affected Party Party") with any directive guideline or request from any central bank or other Official Body governmental authority (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s Purchaser's agreement to make or maintain Loans or to consider making or main- taining Purchases hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialfacilities, then, within thirty (30) 30 days after demand by from the date such Affected Party or the related Managing AgentAdministrative Agent makes demand therefor, the Borrower Seller shall immediately pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of a Purchaser or the LendersAdministrative Agent) or the related Managing Administrative Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing the Administrative Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing the Administrative Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocable to the existence any agreement of a Purchaser hereunder. A certificate as to the applicable Lender’s agreements hereunder.
(b) Each Managing Agent will promptly notify existence and amounts of such increases shall be submitted to the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Seller by such Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need forAdministrative Agent, or reduce the amount ofshall, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error.
, be presumptively correct for all purposes. Any Affected Party that is entitled to compensation for increases in capital as described in this Section 11.4 shall use its reasonable efforts (cconsistent with its internal policy and legal and regulatory restrictions) Failure to take such steps as would eliminate or delay on reduce the part amount of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided provided, that the Borrower no such steps shall not be required to compensate any Lender or be taken if, in the reasonable judgment of such Affected Party in its Lender Group pursuant party, such steps would be disadvantageous to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationParty.
Appears in 1 contract
Sources: Credit Card Receivables Purchase Agreement (Ultramar Diamond Shamrock Corp)
Increased Capital. (a) If either any Regulatory Requirement (ix) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (iiA) compliance by subjects any Affected Party to any charge or withholding on or with respect to any directive Funding Agreement or request from this Agreement or an Affected Party’s obligations under a Funding Agreement or this Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any central bank Affected Party of any amounts payable under any Funding Agreement or other Official Body this Agreement (whether or not having except for changes in the force rate of law) imposed after tax on the date hereof affects or would affect the amount overall net income of capital required or expected to be maintained by such an Affected Party or such taxes excluded by Section 2.13); (B) imposes, modifies or deems applicable any reserve, special deposit, assessment, fee, tax, charge, insurance or similar requirement against assets of, deposits with or for the account of, or liabilities of an Affected Party reasonably determines that the amount of such capital is increased or credit extended by or an Affected Party based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and loans under other similar agreements or facilities facilities; or (C) imposes any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Funding Agreement or this Agreement, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations hereunder or under any Funding Agreement and under other similar agreements or facilities, or to reduce the amount of any sum received or receivable by an Affected Party under a Funding Agreement or this Agreement, or to require any payment calculated by reference to the amount of interests or loans held or interest received by it; and (y) such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty five (305) days Business Days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.
. The term “Regulatory Requirement” shall mean (bi) Each the adoption after the Original Effective Date of, or any change in or in the interpretation or administration by any Official Body of, any law, rule or regulation, or (ii) compliance by any Affected Party with any request or directive from any central bank or other Official Body (whether or not having the force of law); provided that for purposes of this definition, (x) the United States bank regulatory rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modification to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted on December 15, 2009, (y) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder, issued in connection therewith or in implementation thereof, and (z) all requests, rules, guidelines and 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, shall in each case be deemed to be a “Regulatory Requirement”, regardless of the date enacted, adopted, issued or implemented. The Borrower acknowledges that any Affected Party may institute measures in anticipation of a Regulatory Requirement, and may commence allocating charges to or seeking compensation from the Borrower under this Section 2.11, in advance of the effective date of such Regulatory Requirement and the Borrower agrees to pay such charges or compensation to such Affected Party or the related Managing Agent will promptly notify for the Borrower and account of such Affected Party, within five (5) Business Days after demand therefor without regard to whether such effective date has occurred. Notwithstanding the Program Agent of any event of which it has knowledgeforegoing, occurring after the date hereof, which will entitle any Lender or an Affected Party shall provide Borrower with sixty (60) days’ prior written notice of its intent to commence allocating charges or seeking compensation as described in its Lender Group the immediately preceding sentence with respect to compensation pursuant a specific Regulatory Requirement, and Borrower shall not have any obligation to Section 2.11(a). Each Lender pay amounts arising or incurred by such Affected Party will designate a different lending office if with respect to such designation will avoid the need forRegulatory Requirement during, or reduce prior to the amount end of, such compensation and will notsixty (60) day notice period; provided, in however, that this limitation shall not apply to costs or charges incurred on or after the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error.
(c) Failure or delay on the part required implementation date of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationRegulatory Requirement.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Newell Rubbermaid Inc)
Increased Capital. (a) If either (i) the introduction of after the date ----------------- hereof of, or any change in or in the interpretation after the date hereof of, any applicable law, rule or regulation regarding capital adequacy by any Official Body of any law governmental authority, central bank or regulation comparable agency charged with the interpretation or administration thereof or (ii) the compliance by any an Affected Party with any directive guideline or request from any governmental authority, central bank or other Official Body comparable agency regarding capital adequacy issued after the date hereof (whether or not having the force of law) imposed after the date hereof affects ), has or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of materially reducing the rate of return on such Affected Party's capital as a consequence of such Affected Party by an amount deemed by Party's commitment under this Agreement or the making of Variable Funding Advances to a level below that which such Affected Party to be materialcould have achieved but for such introduction, thenchange, within thirty (30) days after demand by such Affected Party interpretation or compliance, then the related Managing AgentServicer shall, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by cause the Issuer to pay to the Funding Agent for the benefit of such Affected Party or on the next Payment Date after such Managing AgentAffected Party shall have provided notice to the Funding Agent (and the Funding Agent shall have provided notice to the Servicer) of such reduction, additional amounts sufficient to compensate such Affected Party in light for such reduction; provided, however, that no amount shall be payable by the Issuer -------- ------- pursuant to this Section 5.01(b) with respect to any period commencing more than --------------- sixty (60) days before delivery of such circumstancesnotice to Servicer; and provided, to the extent -------- further, that such Affected Party or such Managing Agent on behalf additional amounts shall be payable solely in accordance with ------- the Indenture. A certificate setting forth in reasonable detail the computation of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.
(b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensationreduction (it being understood that the reduction in return allocable hereunder shall be determined by such Affected Party's reasonable allocation of the aggregate of reductions in return on capital resulting from such event) and the basis therefor, submitted to the Funding Agent by such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensationServicer by the Funding Agent, which certificate shall be conclusive and binding for all purposes, in the absence of manifest error.
. Any such cost shall be included in the Variable Funding Increased Cost Amount (cupon notice of such loss given to the Servicer by the Investor suffering such loss) Failure or delay on the part of any Managing Agent to demand compensation and paid pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationIndenture.
Appears in 1 contract
Sources: Variable Funding Note Purchase Agreement (Wodfi LLC)
Increased Capital. (a) If either (i) Subject to the provisions of Section 6.4 hereof, if the introduction of or any change in or in the interpretation by any Official Body Interpretation of any law or regulation or (ii) compliance by the imposition of any Affected Party with any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) imposed Governmental Authority after the date hereof hereof, affects or would affect the amount of capital required or expected to be maintained by any Affected Party after the date hereof, and such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon as a result of (i) the existence of any Lender’s such Affected Party's agreement to make or maintain Loans hereunder and other similar agreements an investment in the Notes or facilities and such event would have any interest therein or (ii) the effect existence of reducing the rate of return on capital of such Affected Party by an amount deemed any agreement by such Affected Party to be materialmake or maintain an investment in the Notes or any interest therein or to fund any such investment after the date hereof, then, within thirty (30) days after upon written demand by such Affected Party or (or, if such Affected Party is not a Purchaser, by the related Managing Purchaser from whom such Affected Party derives its rights) (with a copy to the Agent), the Borrower Issuer shall direct the Indenture Trustee in writing to pay to the Agent for the benefit of such Affected Party (as a third party beneficiary, in the case of any an Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to timethat is not also a Purchaser hereunder), additional amounts, as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocated to the existence of such Affected Party's agreement described in clause (i) above or the applicable Lender’s agreements hereunder.
(b) Each Managing Agent will promptly notify the Borrower and the Program Agent commitments of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or such Affected Party described in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policiesclause (ii) above. In determining the amount of such compensationamounts, such Lender or Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and distribution methods generally used by such Affected Party in determining amounts of this type. The applicable Lender or A certificate as to such amounts submitted to the Issuer and the Agent by such Affected Party (or or, if such party’s related Managing Agent) shall submit to Affected Party is not a Purchaser, by the Borrower a certificate describing Purchaser from whom such compensationAffected Party derives its rights), which certificate setting forth the calculation thereof in reasonable detail, shall be conclusive prima facie evidence of the amounts so owed. Any Affected Party that is entitled to compensation for increases in capital as described in this Section 6.2 shall use its commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to take such steps as would eliminate or reduce the absence amount of manifest error.
(c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower no such steps shall not be required to compensate any Lender or be taken if, in the reasonable judgment of such Affected Party in its Lender Group pursuant Party, such steps would be materially disadvantageous to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationParty.
Appears in 1 contract
Increased Capital.
(a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof or (y) the requirements of, whether such compliance is commenced prior to or after the date hereof, any of (a) Basel III or (b) the ▇▇▇▇-▇▇▇▇▇ Act, or any existing rules, regulations, guidance, interpretations or directives from the United States bank regulatory agencies relating to Basel III or the ▇▇▇▇-▇▇▇▇▇ Act affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty five (305) days Business Days after demand by such Affected Party or the related Managing AgentParty, the Borrower Borrowers shall pay to such Affected Party (as a third party beneficiaryParty, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party for such reduction in light rate of such circumstancesreturn, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable LenderAffected Party’s agreements hereunder; provided, however, that the Borrowers shall only be required to pay any such amounts to such Lender if such Lender is imposing such costs generally on similarly situated borrowers.
(b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected PartyLender, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower Representative a certificate describing such compensationcompensation in reasonable detail, which certificate shall be conclusive in the absence of manifest error..
(c) Failure or delay on the part of any Managing Agent Lender to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing AgentLender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section 2.11 for any increased capital unless such Managing Agent gives notice costs or payments incurred more than 180 days prior to the Borrower and the Program Agent to compensate date that such Lender notifies the Borrower Representative of circumstances under subclauses (a)(i) or Affected Party in its Lender Group pursuant (ii) above giving rise to this Section within 180 days after such increased costs or payments; provided further that, if the date circumstances under subclauses (a)(i) or (ii) above giving rise to such Managing Agent knows an event has occurred pursuant increased costs or payments are retroactive, then the 180-day period referred to which such Lender or Affected Party in its Lender Group will seek such compensationabove shall be extended to include the period of retroactive effect thereof.
Appears in 1 contract
Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.
(b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.12(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policiesit. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error.
(c) Failure or delay on If less than all Lenders claim reimbursement from the part of any Managing Agent to demand compensation Borrower pursuant to Section 2.11(a2.12(a), each such Lender claiming reimbursement shall be obligated, at the request of the Borrower, to assign all of its rights and obligations hereunder to (i) shall not constitute a waiver the Lenders of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group hereunder that are willing to accept such rights and obligations or (ii) another financial institution nominated by the Borrower which is reasonably acceptable to the other Lenders in such Lender Group and is willing to participate in this Agreement through the Scheduled Termination Date in place of such Lender; provided, that (x) the Lender claiming reimbursement receives payment in full, pursuant to this Section for any increased capital unless such Managing Agent gives notice an Assignment and Acceptance, of an amount equal to the Borrower aggregate outstanding principal balance of all Loans and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows all other accrued an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.unpaid Borrower
Appears in 1 contract
Increased Capital. (a) If either (i) the introduction ----------------- of or any change in or in the interpretation by any Official Body governmental or regulatory authority or agency of any law or regulation or (ii) compliance by any Affected Party with any directive guideline or request from any central bank or other Official Body governmental authority (whether or not having the force of law) imposed after the date hereof ), or any rating agency, affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s the Purchaser's agreement to make accept, fund or maintain Loans Purchases hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialfacilities, then, within thirty (30) days after upon demand by such Affected Party or the related Managing Deal Agent, the Borrower Seller shall immediately pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Deal Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing the Deal Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing the Deal Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocable to the existence of the applicable Lender’s Purchaser's agreements hereunder.
(b) Each Managing Agent will promptly notify . A certificate as to such amounts submitted to the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Seller by such Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need forDeal Agent, or reduce the amount ofshall, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error, be conclusive and binding for all purposes.
(cb) Failure If either (i) the introduction of or delay on any change in or in the part interpretation by any governmental or regulatory authority or agency of any Managing Agent law or regulation or (ii) compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), or any rating agency, under events or circumstances similar to demand compensation pursuant to Section 2.11(athose described in subsection (a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be above, any Affected Party is required to compensate any Lender or other Affected Party in its Lender Group pursuant connection with this Agreement, any Liquidity Agreement or any Supplemental Enhancement Agreement, or the funding or maintenance of a Purchase hereunder, then immediately upon demand by any such Affected Party, the Seller shall pay to this Section such Affected Party, such additional amount or amounts as may be necessary to pay such other Affected Party the amounts due or to otherwise reimburse such other Affected Party for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationamounts paid by it.
Appears in 1 contract
Sources: Lease Receivables Purchase Agreement (Bankvest Capital Corp)
Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body governmental or regulatory authority or agency of any law or regulation or (ii) compliance by any Affected Party with any directive guideline or request from any central bank or other Official Body governmental authority (whether or not having the force of law) imposed after the date hereof ), or any rating agency, affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s the Purchaser's agreement to make accept, fund or maintain Loans Purchases hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialfacilities, then, within thirty (30) days after upon demand by such Affected Party or the related Managing Deal Agent, the Borrower Seller shall immediately pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Deal Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing the Deal Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing the Deal Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocable to the existence of the applicable Lender’s Purchaser's agreements hereunder.
(b) Each Managing Agent will promptly notify . A certificate as to such amounts submitted to the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Seller by such Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need forDeal Agent, or reduce the amount ofshall, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error, be conclusive and binding for all purposes.
(cb) Failure If either (i) the introduction of or delay on any change in or in the part interpretation by any governmental or regulatory authority or agency of any Managing Agent law or regulation or (ii) compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), or any Rating Agency, under events or circumstances similar to demand compensation pursuant to Section 2.11(athose described in subsection (a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be above, any Affected Party is required to compensate any Lender or other Affected Party in its Lender Group pursuant connection with this Agreement or any Liquidity Agreement, or the funding or maintenance of a Purchase hereunder, then immediately upon demand by any such Affected Party, the Seller shall pay to this Section such Affected Party, such additional amount or amounts as may be necessary to pay such other Affected Party the amounts due or to otherwise reimburse such other Affected Party for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationamounts paid by it.
Appears in 1 contract
Sources: Asset Purchase Agreement (Litchfield Financial Corp /Ma)
Increased Capital. (a) If either (i) Subject to the provisions of Section 6.4, if the introduction of or any change in or in the interpretation by any Official Body Interpretation of any law or regulation or (ii) compliance by the imposition of any Affected Party with any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) imposed Governmental Authority after the date hereof hereof, affects or would affect the amount of capital required or expected to be maintained by any Affected Party after the date hereof, and such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon as a result of (i) the existence of any Lender’s such Affected Party's agreement to make or maintain Loans hereunder and other similar agreements an investment in the Notes or facilities and such event would have any interest therein or (ii) the effect existence of reducing the rate of return on capital of such Affected Party by an amount deemed any agreement by such Affected Party to be materialmake or maintain an investment in the Notes or any interest therein or to fund any such investment after the date hereof, then, within thirty (30) days after upon written demand by such Affected Party or (or, if such Affected Party is not a Purchaser, by the related Managing Purchaser from whom such Affected Party derives its rights) (with a copy to the Agent), the Borrower Issuer shall direct the Indenture Trustee in writing to pay to the Agent for the benefit of such Affected Party (as a third party beneficiary, in the case of any an Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to timethat is not also a Purchaser hereunder), additional amounts, as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocated to the existence of such Affected Party's agreement described in clause (i) above or the applicable Lender’s agreements hereunder.
(b) Each Managing Agent will promptly notify the Borrower and the Program Agent commitments of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or such Affected Party described in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policiesclause (ii) above. In determining the amount of such compensationamounts, such Lender or Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and distribution methods generally used by such Affected Party in determining amounts of this type. The applicable Lender or A certificate as to such amounts submitted to the Issuer and the Agent by such Affected Party (or or, if such party’s related Managing Agent) shall submit to Affected Party is not a Purchaser, by the Borrower a certificate describing Purchaser from whom such compensationAffected Party derives its rights), which certificate setting forth the calculation thereof in reasonable detail, shall be conclusive prima facie evidence of the amounts so owed. Any Affected Party that is entitled to compensation for increases in capital as described in this Section 6.2 shall use its commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to take such steps as would eliminate or reduce the absence amount of manifest error.
(c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower no such steps shall not be required to compensate any Lender or be taken if, in the reasonable judgment of such Affected Party in its Lender Group pursuant Party, such steps would be materially disadvantageous to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationParty.
Appears in 1 contract
Increased Capital. (a) If either (i) the introduction ----------------- of or any change in or in the interpretation by any Official Body governmental or regulatory authority or agency of any law or regulation or (ii) compliance by any Affected Party with any directive guideline or request from any central bank or other Official Body governmental authority (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any the Securitization Lender’s agreement 's agreement, in its discretion, to make or maintain Loans Advances hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialfacilities, then, within thirty (30) days after upon demand by such Affected Party or the related Managing Agent, the Borrower shall immediately pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the LendersSecuritization Lender) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing the Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing the Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocable to the existence of the applicable Securitization Lender’s 's agreements hereunder.
(b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group . A certificate as to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit amounts submitted to the Borrower a certificate describing by such compensationAffected Party or the Agent, which certificate shall be conclusive shall, in the absence of manifest error, be conclusive and binding for all purposes.
(cb) Failure or delay on the part of any Managing Agent Prior to demand by any Affected Party of amounts owing under this Section 2.11, such Affected Party agrees that it will use its reasonable efforts ------------ to reduce or eliminate any claim for compensation pursuant to said Section 2.11(a) 2.11 ------------ including, subject to applicable law, a change in its applicable lending office for this transaction; provided, however, that nothing herein contained shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate -------- ------- obligate any Lender or Affected Party to take any action which, in the opinion of the Lender, is unlawful, otherwise adverse to its Lender Group pursuant interests or results in any unreimbursed cost or expense to this Section such Affected Party, which cost or expense would not have been incurred but for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationaction.
Appears in 1 contract
Sources: Lease Receivables Credit Agreement (Leasing Solutions Inc)
Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body Governmental Authority of any law or regulation or (ii) compliance by any Affected Party with any directive guideline or request from any central bank or other Official Body Governmental Authority (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any LenderPurchaser’s agreement agreement, in its discretion, to make or maintain Loans Purchases hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialfacilities, then, within thirty (30) days after upon demand by such Affected Party or the related Managing Agent, the Borrower Seller shall immediately pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the LendersPurchasers) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing the Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing the Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocable to the existence of the applicable LenderPurchaser’s agreements hereunder.
(b) Each Managing Agent will promptly notify . A certificate describing in reasonable detail the Borrower basis for and calculation of such amounts submitted to the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Seller by such Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need forAgent, or reduce the amount ofshall, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error, be conclusive and binding for all purposes. Notwithstanding anything in this Section 2.08 to the contrary, the Seller shall only be obligated to pay those amounts under this Section 2.08 that are incurred or that accrue or arise after the date that is forty-five (45) days prior to the date notice is submitted to the Seller of such amounts; provided, that if any of the events described in this Section 2.08(a) which give rise to a claim under this Section 2.08 is retroactive, then such 45-day period shall be extended to include the period of retroactive effect thereof.
(b) If any Affected Party shall incur any loss, cost or expense as a result of the failure of any Capital Purchase to be made on the date specified in the applicable Purchase Request for any reason (other than the failure of such Affected Party to fund any such Capital Purchase), the Seller shall, upon demand by the Agent, pay the Agent for the account of such Affected Party the amount of such losses, costs and expenses. Such Affected Party shall submit to the Seller and the Agent a certificate as to such amounts, which certificate shall, in the absence of manifest error, be conclusive and binding for all purposes.
(c) Failure or delay on the part of any Managing Agent Prior to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate by any Lender or Affected Party of amounts owing under this Section 2.08, such Affected Party agrees (in its Lender Group order to receive amounts due pursuant to this Section 2.08) that it will use its reasonable efforts to reduce or eliminate any claim for compensation pursuant to said Section 2.08 including, subject to applicable law, a change in its applicable lending office for this transaction; provided, however, that nothing herein contained shall obligate any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party to take any action which, in the reasonable opinion of such Affected Party, is unlawful, otherwise adverse to its Lender Group pursuant interests or results in any unreimbursed cost or expense to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to Affected Party, which cost or expense would not have been incurred but for such Lender or Affected Party in its Lender Group will seek such compensationaction.
Appears in 1 contract
Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement Purchaser's agreement, in its discretion, to make or maintain Loans Purchases hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialfacilities, then, within thirty (30) days after upon demand by such Affected Party or the related Managing Agent, the Borrower Seller shall immediately pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the LendersPurchasers) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocable to the existence of the applicable Lender’s Purchaser's agreements hereunder.
(b) Each Managing Agent will promptly notify . A certificate as to such amounts submitted to the Borrower and Seller by such Affected Party or the Program Agent of any event of which it has knowledgeAgent, occurring after the date hereofshall, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error, be conclusive and binding for all purposes and shall state that substantially all similarly situated obligors of such Purchaser or Liquidity Provider are being treated similarly. For avoidance of doubt, the Financial Accounting Standards Board's Interpretation No. 46 of Accounting Research Bulletin No. 51 shall constitute an introduction or change subject to this Section 2.08(a).
(cb) Failure If any Affected Party shall incur any loss, cost or delay expense as a result of the failure of any Capital Purchase to be made on the part date specified in the applicable Purchase Request for any reason (other than the failure of such Affected Party to fund any such Capital Purchase), the Seller shall, upon demand by such Affected Party or the related Managing Agent, pay such Affected Party or such Managing Agent the amount of such losses, costs and expenses; provided, however, if, in connection with an Asset Purchase Agreement or similar liquidity facility of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver Conduit Purchaser in connection with this Agreement or the funding or maintenance of purchases of Purchased Interests hereunder, such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be Conduit Purchaser is required to compensate a bank or other financial institution under circumstances similar to those described in this Section 2.08 then upon demand by such Conduit Purchaser, the Seller shall pay to such Conduit Purchaser such additional amount or amounts as may be necessary to reimburse such Conduit Purchaser for any Lender or such amounts paid by it. Such Affected Party in its Lender Group pursuant to this Section for any increased capital unless such or Managing Agent gives notice shall submit to the Borrower Seller a certificate as to such amounts, which certificate shall, in the absence of manifest error, be conclusive and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationbinding for all purposes.
Appears in 1 contract
Sources: Receivables Purchase Agreement (At&t Wireless Services Inc)
Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s 's agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s 's agreements hereunder.
(b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.12(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policiesit. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s 's related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error.
(c) If less than all Lenders claim reimbursement from the Borrower pursuant to Section 2.12(a), each such Lender claiming reimbursement shall be obligated, at the request of the Borrower, to assign all of its rights and obligations hereunder to (i) the Lenders of its Lender Group hereunder that are willing to accept such rights and obligations or (ii) another financial institution nominated by the Borrower which is reasonably acceptable to the other Lenders in such Lender Group and is willing to participate in this Agreement through the Scheduled Termination Date in place of such Lender; provided, that (x) the Lender claiming reimbursement receives payment in full, pursuant to an Assignment and Acceptance, of an amount equal to the aggregate outstanding principal balance of all Loans and all other accrued an unpaid Borrower Obligations owing to it and (ii) the replacement Committed Lender proposed by the Borrower otherwise satisfies the requirements of Section 10.03(b).
(d) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.12(a) shall not constitute a waiver of such Managing Agent’s 's right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.
Appears in 1 contract
Increased Capital. (ai) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.
(bii) Each Managing Agent will promptly notify the Borrower and the Program Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies2.09. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error.
(c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.
Appears in 1 contract
Sources: Loan and Security Agreement (Medallion Financial Corp)
Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any such Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof or (y) with the requirements of, whether such compliance is commenced prior to or after the date hereof, any of (a) Basel III or (b) the D▇▇▇-▇▇▇▇▇ Act, or any existing rules, regulations, guidance, interpretations or directives from the United States bank regulatory agencies relating to Basel III or the D▇▇▇-▇▇▇▇▇ Act affects or would affect the amount of capital required or expected to be maintained by such any Affected Party or such its holding company, or any Affected Party or its holding company reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party or its holding company by an amount deemed by such Affected Party or its holding company to be material, then, within thirty five (305) days Business Days after demand by such Affected Party or the related Managing AgentParty, the Borrower Borrowers shall pay to such Affected Party (as a third party beneficiaryParty, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party or its holding company for such reduction in light rate of such circumstancesreturn, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party its holding company reasonably determines such increase in capital to be attributable to the existence of the applicable Lendersuch Affected Party’s agreements hereunder.
(b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower Representative a certificate describing such compensationcompensation in reasonable detail, which certificate shall be conclusive in the absence of manifest error.
(c) Failure or delay on the part of any Managing Agent Affected Party to demand compensation pursuant to Section 2.11(a2.10(a) shall not constitute a waiver of such Managing AgentAffected Party’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate any Lender or Affected Party in or its Lender Group holding company pursuant to this Section 2.10 for any increased capital unless such Managing Agent gives notice costs or payments incurred more than 180 days prior to the Borrower and the Program Agent to compensate date that such Lender or Affected Party in its Lender Group pursuant notifies the Borrower Representative of circumstances under subclauses (a)(i) or (ii) above giving rise to this Section within 180 days after such increased costs or payments; provided further that, if the date circumstances under subclauses (a)(i) or (ii) above giving rise to such Managing Agent knows an event has occurred pursuant increased costs or payments are retroactive, then the 180-day period referred to which such Lender or Affected Party in its Lender Group will seek such compensationabove shall be extended to include the period of retroactive effect thereof.
Appears in 1 contract
Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof or (y) with the requirements of, whether such compliance is commenced prior to or after the date hereof, any of (a) the FAS 166/67 Rules, (b) Basel II or (c) the ▇▇▇▇-▇▇▇▇▇ Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to ACTIVE 200146376v.2 the FAS ▇▇▇/▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ II or the ▇▇▇▇-▇▇▇▇▇ Act (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.
(b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.12(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error.
(c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.12(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Drivetime Automotive Group Inc)
Increased Capital. (a) If either If, after the date hereof, (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or regulation, (ii) compliance by any Affected Party with any new or changed directive or request from any central bank or other Official Body (whether or not having the force of law), or (iii) imposed after any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the date hereof establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic), affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty on the next Settlement Date which occurs at least five (305) days after demand by such Affected Party or receipt of the related Managing Agentcertificate described in Section 2.13(b), the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Administrative Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Administrative Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Administrative Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.
(b) Each Managing Administrative Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.13(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policiesit. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Administrative Agent) shall submit to the Borrower a certificate describing in reasonable detail such compensationcompensation (including the calculations thereof), which certificate shall be conclusive in the absence of manifest error.
(c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.
Appears in 1 contract
Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive or request - 41 - from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any the Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing AgentParty, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to timeLender), as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.
(b) Each Managing Agent Affected Party will promptly notify the Borrower and the Program Agent Lender of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.12(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower and the Lender a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error.
(c) Failure or delay on the part of any Managing Agent Affected Party to demand compensation pursuant to Section 2.11(a2.12(a) shall not constitute a waiver of such Managing AgentAffected Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent Affected Party gives notice to the Borrower and the Program Agent Lender to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent Affected Party knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.
Appears in 1 contract
Sources: Loan and Servicing Agreement (Drivetime Automotive Group Inc)