Common use of Additional Amounts Payable Clause in Contracts

Additional Amounts Payable. If any change in or the enactment, adoption or judicial or administrative interpretation of any law, regulation, treaty, guideline or directive (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) either (A) subjects the Bank to any additional tax, duty, charge, deduction or withholding with respect to any of the Credit Enhancement Letters of Credit or any amount paid by the Bank thereunder or received by the Bank under this Agreement (other than a tax measured by the net or gross income of the Bank), or (B) imposes or increases any reserve, special deposit, or similar requirement on account of any of the Credit Enhancement Letters of Credit, or (C) imposes increased minimum capital requirements on the Bank on account of its issuing any of the Credit Enhancement Letters of Credit, and if any of the foregoing (i) results in an increase to the Bank in the cost of maintaining any of the Credit Enhancement Letters of Credit or making any payment on account of any of the Credit Enhancement Letters of Credit, (ii) reduces the amount of any payment receivable by the Bank under this Agreement, (iii) requires the Bank to make any payment calculated by reference to the gross amount of any sum received or paid by the Bank pursuant to any of the Credit Enhancement Letters of Credit or this Agreement (other than a tax measured by the Bank's gross or net income) or (iv) reduces the rate of return on the Bank's capital, the Company shall pay to the Bank, as additional commission for the Credit Enhancement Letters of Credit, such amount as will compensate the Bank for such increased cost, payment or reduction. Any such payment shall be made to the Bank within ten (10) days of demand and presentation of a certificate to the Company containing a statement of the cause of such increased cost, payment or reduction and a calculation of the amount thereof, which statement and calculation shall be deemed facie to be correct.

Additional Amounts Payable. (a) If the adoption of or any change in or the enactmentany statute, adoption or judicial or administrative interpretation of any lawrule, regulation, treaty, guideline order or policy of any government authority or agency or in the interpretation or application thereof or compliance by the Bank with any request or directive (including, without limitation, Regulation D whether or not having the force of law) from any central bank or other government authority or agency made subsequent to the Board of Governors of the Federal Reserve Systemdate hereof: (i) either (A) subjects shall subject the Bank to any additional tax, duty, charge, deduction or withholding tax of any kind whatsoever with respect to this Agreement, any of the Credit Enhancement Letters of Credit Note or any amount paid by Loan or change the basis of taxation of payments to the Bank thereunder or received by in respect thereof (except for changes in the Bank under this Agreement (other than a rate of tax measured by on the overall net or gross income of the Bank). (ii) shall impose, modify or (B) imposes or increases hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds, by, any office of the Bank; or (iii) shall impose on account the Bank any other condition affecting the Credit Facility, this Agreement or any Loan; and the result of any of the Credit Enhancement Letters of Creditforegoing is to increase the cost to the Bank, or (C) imposes increased minimum capital requirements on by an amount which the Bank on account deems to be material, of its issuing making, continuing or maintaining Loans or to reduce any of amount receivable hereunder in respect thereof, then, in any such case, each Borrower or Portfolio whose Loans or access to Loans under the Credit Enhancement Letters of Credit, and if any of Facility are affected by the foregoing (i) results in an increase shall promptly pay to the Bank, upon demand therefor by the Bank, such additional amount or amounts as will compensate the Bank for such increased cost or reduced amount receivable for all periods commencing 60 days after the Bank has provided notice thereof to the Borrowers. (b) If the Bank shall have determined that the adoption of or any change in any statute, rule, regulation, order or policy of any government authority or agency regarding capital adequacy or in the cost of maintaining any of the Credit Enhancement Letters of Credit interpretation or making any payment on account of any of the Credit Enhancement Letters of Credit, (ii) reduces the amount of any payment receivable application thereof or compliance by the Bank under this Agreement, (iii) requires or any corporation controlling the Bank to make with any payment calculated by reference request or directive regarding capital adequacy (whether or not having the force of law) from any governmental authority or agency made subsequent to the gross amount date hereof shall have the effect of any sum received or paid by the Bank pursuant to any of the Credit Enhancement Letters of Credit or this Agreement (other than a tax measured by the Bank's gross or net income) or (iv) reduces reducing the rate of return on the Bank's capitalor such corporation's capital as a consequence of its obligations hereunder to a level below that which the Bank or such corporation could have achieved but for such adoption, change or compliance by an amount deemed by the Bank to be material, then from time to time, the Company Borrowers and the Portfolios shall promptly pay to the Bank, as additional commission for upon demand therefor by the Credit Enhancement Letters of CreditBank, such additional amount or amounts as will compensate the Bank for such increased costreduction for all periods commencing 60 days after the Bank has provided notice thereof to the Borrowers and the Portfolios. (c) If the Bank claims any additional amounts pursuant to this Section 1.07, payment or reductionit shall promptly notify the Borrowers and the Portfolios of the event by reason of which it has become so entitled. Any such payment A certificate of an authorized officer of the Bank as to any additional amounts payable pursuant to this subsection submitted by the Bank to the Borrowers and the Portfolios shall be made to conclusive in the Bank within ten (10) days absence of demand and presentation of a certificate to the Company containing a statement of the cause of such increased cost, payment or reduction and a calculation of the amount thereof, which statement and calculation shall be deemed facie to be correctmanifest error.

Additional Amounts Payable. If any change in or the enactment, adoption or judicial or administrative interpretation of any law, regulation, treaty, guideline or directive (including, without limitation, Regulation D O of the Board of Governors of the Federal Reserve System) either (Ai) subjects the any Bank to any additional tax, duty, charge, deduction or withholding with respect to any of the Credit Enhancement Letters Letter of Credit or any participation therein or any amount paid by the Bank Banks thereunder or received by the Bank Banks under this Agreement because of the Letter of Credit (other than a tax measured by the net or gross income of the BankBanks), or (Bii) imposes or increases any reserve, special deposit, or similar requirement on account of the Letter of Credit or any of the Credit Enhancement Letters of Creditparticipation therein, or (Ciii) imposes increased minimum capital requirements on the any Bank on account of its issuing any of or participating in the Credit Enhancement Letters Letter of Credit, and if any of the foregoing (iA) results in an increase to the any Bank in the cost of maintaining any of the Credit Enhancement Letters Letter of Credit or any participation therein, or making any payment on account of the Letter of Credit or any of the Credit Enhancement Letters of Creditparticipation therein, (iiB) reduces the amount of any payment receivable by the Bank Banks under this AgreementAgreement with respect to the Letter of Credit, (iiiC) requires the Bank Banks to make any payment calculated by reference to the gross amount of any sum received or paid by the Bank Banks pursuant to any of the Credit Enhancement Letters Letter of Credit or this Agreement any participation therein (other than a tax measured by the Bank's Banks' gross or net income) or (ivD) reduces the rate of return on the Bank's Banks' capital, the Company Borrowers shall pay to NBD for the Bankaccount of the Banks, as additional commission compensation for the Credit Enhancement Letters Letter of Credit, such amount as will compensate the Bank Banks for such increased cost, payment or reduction. Any such payment shall be made to Within 30 days after (i) the Bank within ten initial demand therefor and (10ii) days of demand and presentation by NBD of a certificate to the Company Borrowers containing a statement of the cause of such increased cost, payment or reduction and a calculation of the amount thereof, thereof (which statement and calculation shall be deemed facie rebuttably presumed to be correct), the Borrowers shall pay the additional amount payable measured from the date such change, enactment, adoption or interpretation first affects the relevant Bank to the date of the next Quarterly Commission Due Date with respect to the Letter of Credit. Thereafter, the additional amount payable shall be reflected by an increase in the quarterly commissions payable with respect to the Letter of Credit pursuant to Section 3.3 and shall be payable, in arrears, on the dates such quarterly commissions are due pursuant to Section 3.3.

Additional Amounts Payable. If any change in or the enactment, adoption or judicial or administrative interpretation of any law, regulation, treaty, guideline or directive (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) either (Ai) subjects Bank One or the Bank Banks to any additional tax, duty, charge, deduction or withholding with respect to any of the Credit Enhancement Letters Letter of Credit or any amount paid by Bank One or the Bank Banks thereunder or received by Bank One or the Bank Banks under this Agreement (other than a tax measured by the net or gross income or revenues of Bank One or the BankBanks), or (Bii) imposes or increases any reserve, special deposit, or similar requirement on account of any of the Credit Enhancement Letters Letter of Credit, or (Ciii) imposes increased minimum capital requirements on Bank One or the Bank Banks on account of its their issuing any or sharing in the risk of the Credit Enhancement Letters Letter of Credit, and if any of the foregoing (iw) results in an increase to Bank One or the Bank Banks in the cost of maintaining any of the Credit Enhancement Letters Letter of Credit or making any payment on account of any of the Credit Enhancement Letters Letter of Credit, (iix) reduces the amount of any payment receivable by Bank One or the Bank Banks under this Agreement, (iiiy) requires Bank One or the Bank Banks to make any payment calculated by reference to the gross amount of any sum received or paid by Bank One or the Bank Banks pursuant to any of the Credit Enhancement Letters Letter of Credit or this Agreement (other than a tax measured by Bank One's or the Bank's Banks' gross or net incomeincome or revenues) or (ivz) reduces the rate of return on Bank One or the Bank's Banks' capital, the Company ADESA shall pay to Bank One and the BankBanks, as additional commission for the Credit Enhancement Letters Letter of Credit, such amount as will compensate Bank One and the Bank Banks for such increased cost, payment or reduction. Any such payment shall be made to Bank One and the Bank Banks within ten (10) 15 days of demand and presentation of a certificate to the Company ADESA containing a statement of the cause of such increased cost, payment or reduction and a calculation of the amount thereof, which statement and calculation shall be deemed prima facie to be correct. For the avoidance of doubt, it is noted that any additional commission payable under the terms of this subsection shall be computed on the basis of the quarterly commission payable on account of the Letter of Credit, notwithstanding the sale of participations in the risk and funding requirements of the Letter of Credit permissible under the terms of this Agreement.