Common use of Modification due to Pershing Credit Event Clause in Contracts

Modification due to Pershing Credit Event. Notwithstanding the Modification Notice Period, if (i) Pershing’s Net Capital is reduced for any reason by 25% during any three month period; (ii) the credit rating of S&P or Xxxxx’x for The Bank of New York Mellon Corporation is downgraded two (2) levels in a thirty (30) day period; or (iii) the credit rating of S&P or Xxxxx’x for The Bank of New York Mellon Corporation falls to or below the lowest investment grade rating of either rating agency (each, a “Pershing Credit Event”), Pershing may, in its sole discretion, (i) upon 60 calendar days’ notice, increase the interest rate charged on the outstanding loan to a rate not to exceed 30 day LIBOR plus 275 basis points and (ii) immediately upon notice, reduce the Maximum Debit under Appendix A to the greater of the average debit balance maintained by the Client with Pershing over the preceding 90 days and the debit balance on the day of such notice, plus 50% of the Maximum Debit; such adjusted amount shall not exceed the original Maximum Debit. All other terms and conditions shall remain subject to the Modification Notice Period as set for in Section 3.01. Client hereby represents and warrants that, both before and immediately after giving effect to this Amendment, (a) each representation and warranty made in the Credit Agreement is true and correct in all material respects as of the date hereof and (b) no Default or Event of Default has occurred and is continuing. Except as expressly amended hereby, the Credit Agreement is and shall remain in full force and effect, and no amendment in respect of any term or condition of the Credit Agreement shall be deemed to be an amendment in respect of any other term or condition contained in the Credit Agreement.

Modification due to Pershing Credit Event. Notwithstanding the Modification Notice Period, if (i) Pershing’s Net Capital is reduced for any reason by 25% during any three month period; (ii) the credit rating of S&P or Xxxxx’x for The Bank of New York Mellon Corporation is downgraded two (2) levels in a thirty (30) day period; or (iii) the credit rating of S&P or Xxxxx’x for The Bank of New York Mellon Corporation falls to or below the lowest investment grade rating of either rating agency (each, a “Pershing Credit Event”), Pershing maymay upon notice, in its sole discretion, (i) upon 60 calendar days’ notice, increase the interest rate charged on the outstanding loan to a rate not to exceed 30 day LIBOR LIBR plus 275 basis points and (ii) immediately upon notice, reduce the Maximum Debit under Appendix A to the greater of the average debit balance maintained by the Client with Pershing over the preceding 90 days and the debit balance on the day of such notice, plus 50% of the Maximum Debit; such adjusted amount shall not exceed the original Maximum Debit. All other terms and conditions shall remain subject to the Modification Notice Period as set for in Section 3.01. Pershing shall give Client hereby represents and warrants thatcommercially reasonable notice if Pershing’s Net Capital falls 15% or if The Bank of New York Mellon is downgraded one level (“Pre-Trigger Notice”); provided however, both before and immediately after giving effect such Pre-Trigger Notice is not a condition precedent to this Amendment, (a) each representation and warranty made in the declaring that a Pershing Credit Agreement is true and correct in all material respects as of the date hereof and (b) no Default or Event of Default has occurred and is continuing. Except as expressly amended hereby, the Credit Agreement is and failure to provide such Pre-Trigger Notice shall remain in full force and effect, and no amendment in respect not prejudice or otherwise limit any of any term or condition of the Credit Agreement shall be deemed to be an amendment in respect of any other term or condition contained in the Credit AgreementPershing’s rights under this Paragraph 3.03.

Modification due to Pershing Credit Event. Notwithstanding the Modification Notice Period, if (i) Pershing’s Net Capital is reduced for any reason by 25% during any three month period; (ii) the credit rating of S&P or Xxxxx’x for The Bank of New York Mellon Corporation is downgraded two (2) levels in a thirty (30) day period; or (iii) the credit rating of S&P or Xxxxx’x for The Bank of New York Mellon Corporation falls to or below the lowest investment grade rating of either rating agency (each, a “Pershing Credit Event”), Pershing maymay upon notice, in its sole discretion, (i) upon 60 calendar days’ notice, increase the interest rate charged on the outstanding loan to a rate not to exceed 30 day LIBOR LIBR plus 275 basis points and (ii) immediately upon notice, reduce the Maximum Debit under Appendix A to the greater of the average debit balance maintained by the Client with Pershing over the preceding 90 days and the debit balance on the day of such notice, plus 50% of the Maximum Debit; such adjusted amount shall not exceed the original Maximum Debit. All other terms and conditions shall remain subject to the Modification Notice Period as set for in Section 3.01. Pershing shall give Client hereby represents and warrants thatcommercially reasonable notice if Pershing’s Net Capital falls 15% or if The Bank of New York Mellon is downgraded one level (“Pre-Trigger Notice”). Provided however, both before and immediately after giving effect such Pre-Trigger Notice is not a condition precedent to this Amendment, (a) each representation and warranty made in the declaring that a Pershing Credit Agreement is true and correct in all material respects as of the date hereof and (b) no Default or Event of Default has occurred and is continuing. Except as expressly amended hereby, the Credit Agreement is and failure to provide such Pre-Trigger Notice shall remain in full force and effect, and no amendment in respect not prejudice or otherwise limit any of any term or condition of the Credit Agreement shall be deemed to be an amendment in respect of any other term or condition contained in the Credit AgreementPershing’s rights under this Paragraph 3.03.

Modification due to Pershing Credit Event. Notwithstanding the Modification Notice Period, if (i) Pershing’s Net Capital requirements under Rule 15c3-1 of the Securities and Exchange Act of 1934 (the “Exchange Act”) is reduced for any reason by 25% or more during any period of three month periodmonths or less; (ii) the credit rating of S&P or Xxxxx’x Moody’s for The Bank of New York Mellon Corporation (“BNY Mellon”), or any other provider of committed or uncommitted funding facilities to Pershing is downgraded two (2) levels or more in a any period of thirty (30) day period; days or (iii) the credit rating of S&P less or Xxxxx’x for The Bank of New York Mellon Corporation falls to or below the lowest investment grade rating of either rating agency agency; or (iii) Pershing becomes bankrupt, insolvent or subject to any voluntary or involuntary bankruptcy, reorganization, insolvency, receivership or similar proceeding (each, a “Pershing Credit Event”), the Modification Notice Period shall no longer be in effect and Pershing may modify or terminate this Agreement as follows. Upon the occurrence of (i) or (ii) above, Pershing may, in its sole discretion, (i) immediately upon 60 calendar days’ written notice, increase modify this Agreement by any and all of the following: (x) increasing the interest rate charged on the outstanding loan up to a rate not to exceed 30 day maximum of one-month LIBOR plus 275 basis points and points, (iiy) immediately upon notice, reduce reducing the Modification Notice Period to 90 days or (z) decreasing the Maximum Debit under Appendix A up to the greater of the average debit balance maintained by the Client with Pershing over the preceding 90 days and or the debit balance on the day of such notice. Upon the occurrence of (iii) above, plus 50Pershing may modify or terminate this Agreement immediately upon notice. Pershing shall give Client commercially reasonable written notice if Pershing’s Net Capital falls 15% of the Maximum Debitduring any three-month period or if BNY Mellon is downgraded one level (“Pre-Trigger Notice”); provided however, such adjusted amount shall Pre-Trigger Notice is not exceed the original Maximum Debit. All other terms and conditions shall remain subject a condition precedent to the Modification Notice Period as set for in Section 3.01. Client hereby represents and warrants that, both before and immediately after giving effect to this Amendment, (a) each representation and warranty made in the Pershing declaring a Pershing Credit Agreement is true and correct in all material respects as of the date hereof and (b) no Default or Event of Default has occurred and is continuing. Except as expressly amended hereby, the Credit Agreement is and failure to provide such Pre-Trigger Notice shall remain in full force and effect, and no amendment in respect not prejudice or otherwise limit any of any term or condition of the Credit Agreement shall be deemed to be an amendment in respect of any other term or condition contained in the Credit AgreementPershing’s rights hereunder.