Subject to Section 18.2,Īny Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that (“Basel III,” with Basel II, collectively the “Basel Accords”) as updated from time to time, including any requirement that a bank maintain a minimum liquidity coverage ratio or a net stable funding ratio (iii) the Dodd-Frank Wall Street Reform andĬonsumer Protection Act (the “Dodd Frank Act”) and (iv) any rules, regulations, guidance, requests, interpretations or directives from any Governmental Authority relating to, or implementing, the Capital Guidelines, the Basel Accords or the Dodd Frank
Supervision as set out in the publications entitled “International Convergence of Capital Measurements and Capital Standards: a Revised Framework,” (“Basel II”) and “International Framework for Liquidity Risk Measurement, Standards and Monitoring” Thereof by a Governmental Authority with appropriate jurisdiction to regulate the Lenders’ banking or lending activities applicable to the Loan, including without limitation each of the following, regardless of whether adopted or effective before orĪfter the date of this Term Loan Agreement: (i) the final rule titled “Risk-Based Capital Guidelines Capital Adequacy Guidelines Capital Maintenance: Regulatory Capital Impact of Modifications to Generally Accepted Accounting Principles Ĭonsolidation of Asset-Backed Commercial Paper Programs and Other Related Issues,” adopted by the United States bank regulatory agencies on Decem(the “Capital Guidelines”) (ii) the Basel Accords prepared by the Basel Committee on Banking
The adoption of or change inĪny law, governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding capital requirements for such Lenders or such Lender’s holding companies or any change in the interpretation or application
To time amended, restated, supplemented or otherwise modified. Pronouncement (whether or not having the force of law) of any Governmental Authority implementing, furthering or complementing any of the principles set forth in the foregoing documents of strengthening capital and liquidity, in each case as from time Liquidity Coverage Ratio and Liquidity Risk Monitoring Tools (January 2013), or (iv) any document supplementing, clarifying or otherwise relating to any of the foregoing, or (b) any accord, treaty, statute, law, rule, regulation, guideline or Settlements: (i) Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring (December 2010), (ii) Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems (June 2011), (iii) Basel III: The With respect to anyĪffected Party, any rule, regulation or guideline applicable to such Affected Party and arising directly or indirectly from (a) any of the following documents prepared by the Basel Committee on Banking Supervision of the Bank of International Immediately without notice or demand of any kind. Changes in the Base Rate resulting from any publicly announced changes in the Administrative Agent’s “prime rate” shall take place For the purposes of this definition, “ Federal Funds Effective Rate” shall meanįor any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not aīusiness Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by theĪdministrative Agent from three (3) funds brokers of recognized standing selected by the Administrative Agent. Percent (0.5%) above the Federal Funds Effective Rate provided, however, that in no event shall the Base Rate exceed an interest rate per annumĮqual to one percent (1%) above the Federal Funds Effective Rate then in effect. as its “prime rate”, such rate being a reference rate and not necessarily representing the lowest or best rate being charged to any customer, and (b) one-half of one The higher of (a) the variableĪnnual rate of interest so designated from time to time by Wells Fargo Bank, N.A.
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