Common use of Increased Costs Capital Adequacy Clause in Contracts

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost to the Agent, any Lender Agent, any Lender, successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Person, pay to the Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable LawLaw (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic domestic, including under Basel III or Xxxx-Xxxxx, or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any LenderLiquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or Agreement, under any other Transaction Document, Document or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each caseLiquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 10 days after such demand; provided, provided that the amounts payable under this Section 5.1 2.10 shall be without duplication of amounts payable under Section 4.32.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost to the Facility Agent, any Lender Agent, any Lender, successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Person, pay to the Facility Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable LawLaw (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Indemnified Taxes and Excluded Taxes), in each case whether foreign or domestic domestic, including under Basel III or Xxxx-Xxxxx, or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any LenderLiquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or Agreement, under any other Transaction Document, Document or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each caseLiquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 10 days after such demand; provided, provided that the amounts payable under this Section 5.1 2.10 shall be without duplication of amounts payable under Section 4.32.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable LawLaw (including, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost to the Agentwithout limitation, any Lender Agent, any Lender, successor law or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by regulation that subjects an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject Party to any Taxes (other than (1) Indemnified Excluded Taxes and (2) Excluded TaxesTaxes imposed on payments under this Agreement) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then), in each casecase whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 2.09 shall be without duplication of amounts payable under Section 4.32.10; provided, further, that an Affected Party claiming additional amounts under this Section 2.09 agrees to use commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Affected Party, be otherwise disadvantageous to such Affected Party.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof Restatement Date (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof Restatement Date of any Applicable LawLaw (including, without limitation, any law or regulation resulting in any interest payments paid to the Note Purchaser under this Agreement being subject to any Tax, except for Taxes on the overall net income of the Note Purchaser), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof Restatement Date from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost to the Agent, the Note Purchaser, or any Lender Agent, any LenderAffiliate, successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 10 days after such demand; provided, that the amounts payable under this Section 5.1 2.10 shall be without duplication of amounts payable under Section 4.32.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the Existing Effective Date (with respect to DBNY or any Lender to which DBNY assigns any outstanding Advance) and the date hereof that a Lender becomes a Lender hereunder (with respect to such other Lender, such date, a “Lender Effective Date”) (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof Existing Effective Date or the Lender Effective Date, as applicable, of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof Existing Effective Date or Lender Effective Date, as applicable, from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost to the Agent, any Lender Administrative Agent, any Lender, successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (2C) Excluded Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligationsobligations under this Agreement, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to timetime but subject to Section 8.3, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand, together with documents evidencing the same), on behalf of such Affected Person, pay to the Administrative Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof Closing Date (including, without limitation, any change by way of imposition or increase of reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)) or liquidity requirements) in or in the interpretation, administration or application arising following the date hereof Closing Date of any Applicable LawLaw (including, without limitation, any law or regulation resulting in any loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto of any Lender being subject to any Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes)), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof Closing Date from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost (other than Taxes) to the Administrative Agent, any Lender Agentor any Affiliate, any Lenderparticipant, successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or under Agreement, any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty ten (3010) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve or liquidity requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable LawLaw (including, without limitation, any law or regulation resulting in any payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost to the Administrative Agent, any Lender Agentor any Affiliate, any Lenderparticipant, successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 10 days after such demand; provided, provided that the amounts payable under this Section 5.1 2.10 shall be without duplication of amounts payable under Section 4.32.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost to the Facility Agent, any Lender Agent, any Lender, or any successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (2z) Excluded Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Person, pay to the Facility Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty on the immediately following Distribution Date (30to the extent of available funds) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost (other than Taxes) to the Facility Agent, any Lender Agent, any Lender, successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction (other than as a result of the deduction or withholding of any Taxes) in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (2C) Excluded Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Person, pay to the Facility Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be (i) without duplication of amounts payable under Section 4.34.3 and (ii) due and payable on a given date only to the extent there are amounts available therefor pursuant to Section 8.3. Any demand for compensation under this Section 5.1 must be made within 270 days of the date the related cost, damage, loss or expense is incurred by the applicable Affected Person and the Borrower shall not be the only borrower or customer that such Affected Person is charging for similar costs, damages, losses or expenses at such time.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable LawLaw (including, without limitation, any law or regulation subjecting any Lender to any taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the defined term “Excluded Taxes” and (C) Connection Income Taxes) on its Commitment, or its deposits, reserves, other liabilities or capital attributable thereto), in each case whether foreign or domestic domestic, including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law), including under Basel III (Aincluding, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, there shall be any increase in the cost cost, other than Taxes, to the Administrative Agent, any Lender Agentor any Affiliate, any Lenderparticipant, successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or Agreement, under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Agent such Affected Party (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), demand on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 30 days after such demand; provided, provided that the amounts payable under this Section 5.1 2.09 shall be payable without duplication of amounts payable under Section 4.32.10 or Section 10.07.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost to the Administrative Agent, any Lender Agent, any Lender, successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Person, pay to the Administrative Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof Closing Date (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof Closing Date of any Applicable Law, Law in each case whether foreign or domestic or (ii) the compliance by an Affected Party with any guideline or request following the date hereof Closing Date from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost to the Agent, any Lender Facility Agent, any Lender, participant thereof (provided that a participant shall not be entitled to receive any greater payment under this Section 2.10 than the Lender would have been entitled to receive with respect to the participation sold to such participant), successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Facility Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) days after such demandin accordance with the priority of payments set forth in Section 2.04; provided, provided that the amounts payable under this Section 5.1 2.10(a) shall be without duplication of amounts payable under Section 4.3not apply to any Indemnified Taxes or Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) If after the introduction date of or this Agreement any change following the date hereof in any applicable Governmental Requirement (including, without limitation, the adoption of any change by way of imposition or increase of reserve requirementsnew Governmental Requirement) in or in the interpretation, interpretation or administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from thereof by any central bank or comparable agency or any other Official Body Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against Property of, deposits with or for the account of or credit extended by any Lender or any Issuer (except any such reserve requirement that is reflected in the Eurodollar Rate Reserve Percentage), (A) there or shall impose on such Lender or such Issuer or the London interbank market any other condition affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be any to increase in the cost to the Agent, any such Lender Agent, any Lender, successor or assign thereof (each such Issuer of which shall be an “Affected Person”) of agreeing to make or making, funding making or maintaining any Eurodollar Rate Loan (or increase the cost to such Lender or such Issuer of issuing or maintaining any reduction Letter of the amount of Credit, paying or funding any payment (whether of principaldraw request thereunder or purchasing or maintaining a participation therein, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in reduce the amount of any sum received or receivable by an Affected Person under this Agreement such Lender hereunder or such Issuer hereunder or under any other Transaction Document, or Letter of Credit Reimbursement Agreement (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan whether of principal, letters of creditinterest, commitmentsfees or otherwise) by an amount reasonably determined by such Lender or such Issuer to be material, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, then the Borrower shallwill pay to such Lender or such Issuer, as the case may be, following receipt of a notice from time such Lender or such Issuer, as the case may be, to timesuch effect, after written demand by such additional amount or amounts as will compensate such Lender or such Issuer, as the Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis case may be, for such demand), on behalf of such Affected Person, pay to the Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs incurred or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3reduction suffered.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost to the Facility Agent, any Lender Agent, any Lender, or any successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (2z) Excluded Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demandpursuant to Section 5.1(d), on behalf of such Affected Person, pay to the Facility Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost (other than Taxes) to the Facility Agent, any Lender Agent, any Lender, or any successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction DocumentDocument (other than as a result of Taxes), or (C) any Recipient is subject to any Taxes (other than (1x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (2z) Excluded Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Person, pay to the Facility Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof Original Closing Date (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable LawLaw (including, without limitation, any Applicable Law resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Excluded Taxes), in each case case, whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any LenderLiquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or Agreement, under any other Transaction Document, Document or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each caseLiquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 10 days after such demand; provided, that the amounts payable under this Section 5.1 2.10 shall be without duplication of amounts payable under Section 4.32.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) IfSubject to subsection (e) below, if, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost (other than Taxes) to the Agent, any Lender Facility Agent, any Lender, or any successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (2z) Excluded Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Person, pay to the Facility Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demandon the next Distribution Date in accordance with the priorities set forth in Section 8.3; provided, that the amounts payable under this Section 5.1 shall be (i) without duplication of amounts payable under Section 4.3, and (ii) due and payable on any given date only to the extent there are amounts available therefor pursuant to Section 8.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof Closing Date (including, without limitation, any change by way of imposition or increase of reserve or liquidity requirements) in or in the interpretation, administration or application arising following the date hereof Closing Date of any Applicable LawLaw (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof Closing Date from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any LenderLiquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or Agreement, under any other Transaction Document, Document or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each caseLiquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) days after such demandon the immediately following Payment Date pursuant to Section 2.04; provided, that the amounts payable under this Section 5.1 2.10 shall be without duplication of amounts payable under Section 4.32.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable LawLaw (including, without limitation, any Applicable Law resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Excluded Taxes), in each case case, whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any LenderLiquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or Agreement, under any other Transaction Document, Document or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each caseLiquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 10 days after such demand; provided, that the amounts payable under this Section 5.1 2.10 shall be without duplication of amounts payable under Section 4.32.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable LawLaw (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost to the Administrative Agent, any Lender Agentor any Affiliate, any Lenderparticipant, successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or Agreement, under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 10 days after such demand; provided, provided that the amounts payable under this Section 5.1 2.10 shall be without duplication of amounts payable under Section 4.32.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable LawLaw (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law), ): (Ax) there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any LenderLiquidity Bank or any Affiliate, participant (provided that a participant shall not be entitled to receive any greater payment under this Section 2.10 than the Lender would have been entitled to receive with respect to the participation sold to such participant except to the extent provided in Section 11.04(d)), successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, ; (By) there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or Agreement, under any other Transaction Document, Document or any Liquidity Agreement; or (Cz) any Recipient is Affected Party shall be subject to any Taxes (other than (1A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (2C) Excluded Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, then the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 10 days after such demand; provided, provided that the amounts payable under this Section 5.1 2.10 shall be without duplication of amounts payable under Section 4.32.11. If either (i) the introduction of or any change following the date hereof in or in the interpretation, administration or application following the date hereof of any law, guideline, rule or regulation, directive or request or (ii) the compliance by any Affected Party with any law, guideline, rule, regulation, directive or request following the date hereof, from any central bank, any Governmental Authority or agency, including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, but, in each case, excluding Taxes, has or would have the effect of reducing the rate of return on the capital of any Affected Party, as a consequence of its obligations hereunder or any related document or arising in connection herewith or therewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy), by an amount deemed by such Affected Party to be material, then, from time to time, after demand by such Affected Party (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), the Borrower shall pay the Administrative Agent on behalf of such Affected Party such additional amounts as will compensate such Affected Party for such reduction. For the avoidance of doubt, any increase in cost and/or reduction in Yield with respect to any Affected Party caused by regulatory capital allocation adjustments due to FAS 166, 167 and subsequent statements and interpretations shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.10; provided that, for the avoidance of doubt, the amounts payable under this clause (a) shall be without duplication of amounts payable under Article XI and shall not include Indemnified Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof Fifth Amendment Effective Date (or, with respect to the Agent (so long as WFS is the Agent) and Xxxxx Fargo, the Restatement Date) (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof Fifth Amendment Effective Date (or, with respect to the Agent (so long as WFS is the Agent) and Xxxxx Fargo, the Restatement Date) of any Applicable LawLaw (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof Fifth Amendment Effective Date (or, with respect to the Agent (so long as WFS is the Agent) and Xxxxx Fargo, the Restatement Date) from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost to the Agent, any Lender, or any Affiliate, participant (provided that a participant shall not be entitled to receive any greater payment under this Section 2.10 than the Lender Agent, any Lenderwould have been entitled to receive with respect to the participation sold to such participant), successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 10 days after such demand; provided, provided that the amounts payable under this Section 5.1 2.10 shall be without duplication of amounts payable under Section 4.32.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. Subject to the provisions of Section 2.20 (awhich shall be controlling with respect to the Tax matters), in the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19) Ifshall reasonably determine (which determination shall, due to either (iabsent demonstrable error, be final and conclusive and binding upon all parties hereto) the introduction of that any law, treaty or governmental rule, regulation or order, or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in therein or in the interpretation, administration or application arising following thereof (including the date hereof introduction of any Applicable Lawnew law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case whether foreign that becomes effective after the date hereof, or domestic or (ii) the compliance by such Lender with any guideline guideline, request or request following directive issued or made after the date hereof from by any central bank or other Official Body governmental or quasi-governmental authority (whether or not having the force of law): (a) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit (Aincluding letters of credit) there shall be extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (b) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase in the cost to the Agent, any such Lender Agent, any Lender, successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or makingmake, funding making or maintaining Loans hereunder or to reduce any Loan (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or such Lender (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable applicable lending office) with respect thereto, ; then, in each any such case, Company shall promptly pay to such Lender, upon receipt of the Borrower shallstatement referred to in the next sentence, from time such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as may be necessary to timecompensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, after written demand by the Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Person, pay to calculating the Agent, on behalf of such Affected Person, additional amounts sufficient owed to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable Lender under this Section 5.1 2.19, which statement shall be without duplication of amounts payable under Section 4.3conclusive and binding upon all parties hereto absent demonstrable error.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable LawLaw (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any LenderLiquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or Agreement, under any other Transaction Document, Document or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each caseLiquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 10 days after such demand; provided, provided that the amounts payable under this Section 5.1 2.10 shall be without duplication of amounts payable under Section 4.32.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof (that did not exist prior to the date hereof) from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost (other than Taxes) to the Agent, any Lender Agent, any Lender, successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable (other than as a result of Taxes) by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demanddemand and confirmation from the Affected Person that such Affected Person is making similar demands from borrowers in loan arrangements that are similar in nature to this Agreement), on behalf of such Affected Person, pay to the Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.

Increased Costs Capital Adequacy. (a) IfSubject to the provisions of Section 2.18 (which shall be controlling with respect to the matters covered thereby), due to either in the event that any Lender shall determine (iwhich determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) the introduction of that any law, treaty or governmental rule, regulation or order, or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in therein or in the interpretation, administration or application arising following thereof (including the date hereof introduction of any Applicable Lawnew law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case whether foreign that becomes effective after the date hereof, or domestic or (ii) the compliance by such Lender with any guideline guideline, request or request following directive issued or made after the date hereof from by any central bank or other Official Body governmental or quasi-governmental authority (whether or not having the force of law), ): (Ai) there shall be any increase in the cost to the Agent, any subjects such Lender Agent, any Lender, successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan (or its applicable lending office) to any reduction additional Tax (other than any Tax on the overall net income of the amount such Lender) with respect to this Agreement or any of its obligations hereunder or any payment payments to such Lender (whether or its applicable lending office) of principal, interest, feefees or any other amount payable hereunder; (ii) imposes, compensation modifies or otherwise) to holds applicable any Affected Person hereunderreserve (including any marginal, emergency, supplemental, special or other reserve), as special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the case may beaccount of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (B) there shall be other than any reduction such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the amount definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any sum of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or such Lender (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable applicable lending office) with respect thereto, ; then, in each any such case, Borrower shall pay to such Lender within 10 days upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder; provided that Borrower shallshall not be obligated to reimburse any Lender for such increase or reduction for any period 180 days prior to such Lender providing notice if such Lender was aware of the circumstances that existed which would cause such increase or reduction during such 180 day period. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, from time to time, after written demand by the Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Person, pay to calculating the Agent, on behalf of such Affected Person, additional amounts sufficient owed to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable Lender under this Section 5.1 2.17(a), which statement shall be without duplication of amounts payable under Section 4.3conclusive and binding upon all parties hereto absent manifest error.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof Closing Date (including, without limitation, any change by way of imposition or increase of reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)) or liquidity requirements) in or in the interpretation, administration or application arising following the date hereof Closing Date of any Applicable LawLaw (including, without limitation, any law or regulation resulting in any loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto of any Lender being subject to any Tax (other than (A) Indemnified Taxes and (B) Excluded Taxes)), in each case whether foreign or domestic or (ii) the compliance by an Affected Party with any guideline or request following the date hereof Closing Date from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost (other than Taxes) to the Administrative Agent, any Lender Agentor any Affiliate, participant thereof (provided that a participant shall not be entitled to receive any Lendergreater payment under this Section 2.10 than the Lender would have been entitled to receive with respect to the participation sold to such participant), successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or under Agreement, any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) days after such demand; provided, that in accordance with the amounts payable under this priority of payments set forth in Section 5.1 shall be without duplication of amounts payable under Section 4.32.04.

Increased Costs Capital Adequacy. (a) If, due to either (i) If after the introduction date of or this Agreement any change following the date hereof in any applicable Governmental Requirement (including, without limitation, the adoption of any change by way of imposition or increase of reserve requirementsnew Governmental Requirement) in or in the interpretation, interpretation or administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from thereof by any central bank or comparable agency or any other Official Body Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuer (except any such reserve requirement that is reflected in the Eurodollar Rate Reserve Percentage), (A) there or shall impose on such Lender or the Issuer or the London interbank market any other condition affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be any to increase in the cost to such Lender or the Agent, any Lender Agent, any Lender, successor or assign thereof (each Issuer of which shall be an “Affected Person”) of agreeing to make or making, funding making or maintaining any Eurodollar Rate Loan (or increase the cost to such Lender or the Issuer of issuing or maintaining any reduction Letter of the amount of Credit, paying or funding any payment (whether of principaldraw request thereunder or purchasing or maintaining a participation therein, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in reduce the amount of any sum received or receivable by an Affected Person under this Agreement such Lender hereunder or the Issuer hereunder or under any other Transaction Document, or Letter of Credit Reimbursement Agreement (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan whether of principal, letters of creditinterest, commitmentsfees or otherwise) by an amount reasonably determined by such Lender or the Issuer to be material, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, then the Borrower shallwill pay to such Lender or the Issuer, as the case may be, following receipt of a notice from time such Lender or the Issuer, as the case may be, to timesuch effect, after written demand by such additional amount or amounts as will compensate such Lender or the Agent (which demand shall be accompanied by a statement setting forth in reasonable detail Issuer, as the basis case may be, for such demand), on behalf of such Affected Person, pay to the Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs incurred or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3reduction suffered.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction implementation of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve reserve, capital adequacy or liquidity requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable LawLaw (including without limitation the Basel III Regulations), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body (including without limitation in connection with the Basel III Regulations) (whether or not having the force of law), (A) there shall be any increase in the cost to the Facility Agent, any Lender Agent, any Lender, or any successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (2z) Excluded Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time subject to time, after written demand by receipt of a certificate delivered pursuant to Section 5.1(e) and the Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Persontiming requirements thereof, pay to the Facility Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3payments.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof Closing Date (including, including without limitation, limitation any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof Closing Date of any Applicable LawLaw (including without limitation any law or regulation resulting in any interest payments paid to the Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of the Lender), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof Closing Date from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost to the Administrative Agent, the Lender or any Affiliate, participant (provided that a participant shall not be entitled to receive any greater payment under this Section 2.10 than the Lender Agent, any Lenderwould have been entitled to receive with respect to the participation sold to such participant), successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each caseAgreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 10 days after such demand; provided, provided that the amounts payable under this Section 5.1 2.10 shall be without duplication of amounts payable under Section 4.32.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost (other than Taxes) to the Facility Agent, any Lender Agent, any Lender, successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction DocumentDocument (other than as a result of Taxes), or (C) any Recipient is subject to any Taxes (other than (1x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (2z) Excluded Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, shall from time to timetime but subject to Section 8.3, after written demand by the Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Person, pay to the Facility Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demanddemand but only to the extent there are amounts available therefore on any given day pursuant to Section 8.3; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost to the Agent, any Lender Agent, any Lender, successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Agent with a copy to the Collateral Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Person, pay to the Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof Original Closing Date (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable LawLaw (including, without limitation, any Applicable Law resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Excluded Taxes), in each case case, whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any LenderLiquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “"Affected Person”Party") of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or Agreement, under any other Transaction Document, Document or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each caseLiquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 10 days after such demand; provided, that the amounts payable under this Section 5.1 2.10 shall be without duplication of amounts payable under Section 4.32.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof Closing Date (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof Closing Date of any Applicable LawLaw (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof Closing Date from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any LenderLiquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance or L/C Advance or issuing any Letter of Credit (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or Agreement, under any other Transaction Document, Document or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each caseLiquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 10 days after such demand; provided, that the amounts payable under this Section 5.1 2.10 shall be without duplication of amounts payable under Section 4.32.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost (other than Taxes) to the Facility Agent, any Lender Agent, any Lender, or any successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction DocumentDocument (other than as a result of Taxes), or (C) any Recipient is subject to any Taxes (other than (1x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (2z) Excluded -61- USActive 58353885.2 Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Person, pay to the Facility Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable LawLaw (including, without limitation, any law or regulation resulting in any payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost to the Administrative Agent, any Lender Agentor any Affiliate, any Lenderparticipant, successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 10 days after such demand; provided, provided that the amounts payable under this Section 5.1 2.10 shall be without duplication of amounts payable under Section 4.32.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (ai) If, due to either (i) the introduction of or any change following the Existing Effective Date (with respect to DBNY or any Lender to which DBNY assigns any outstanding Advance) and the date hereof that a Lender becomes a Lender hereunder (with respect to such other Lender, such date, a “Lender Effective Date”) (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof Existing Effective Date or the Lender Effective Date, as applicable, of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof Existing Effective Date or Lender Effective Date, as applicable, from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost to the Agent, any Lender Administrative Agent, any Lender, successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (2C) Excluded Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligationsobligations under this Agreement, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to timetime but subject to Section 8.3, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand, together with documents evidencing the same), on behalf of such Affected Person, pay to the Administrative Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the EXHIBIT A TO AMENDMENT NO. 56 amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.

Increased Costs Capital Adequacy. (a1) IfSubject to the provisions of Section 2.18 (which shall be controlling with respect to the matters covered thereby), due to either in the event that any Lender shall determine (iwhich determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) the introduction of that any law, treaty or governmental rule, regulation or order, or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in therein or in the interpretation, administration or application arising following thereof (including the date hereof introduction of any Applicable Lawnew law, treaty or governmental rule, regulation or order), or any determination of a court or Governmental Authority, in each case whether foreign that becomes effective after the date hereof, or domestic or (ii) the compliance by such Lender with any guideline guideline, request or request following directive issued or made after the date hereof from by any central bank or other Official Body governmental or quasi-governmental authority (whether or not having the force of law), ): (Ai) there shall be any increase in the cost to the Agent, any subjects such Lender Agent, any Lender, successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan (or its applicable lending office) to any reduction additional Tax (other than any Tax on the overall net income of the amount such Lender) with respect to this Agreement or any of its obligations hereunder or any payment payments to such Lender (whether or its applicable lending office) of principal, interest, feefees or any other amount payable hereunder; (ii) imposes, compensation modifies or otherwise) to holds applicable any Affected Person hereunderreserve (including any marginal, emergency, supplemental, special or other reserve), as special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the case may beaccount of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (B) there shall be other than any reduction such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the amount definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any sum of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or such Lender (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Person, pay to the Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.or

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable LawLaw (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any LenderLiquidity Bank or any Affiliate, participant (provided that a participant shall not be entitled to receive any greater payment under this Section 2.10 than the Lender would have been entitled to receive with respect to the participation sold to such participant), successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or Agreement, under any other Transaction Document, Document or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each caseLiquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 10 days after such demand; provided, provided that the amounts payable under this Section 5.1 2.10 shall be without duplication of amounts payable under Section 4.32.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, after the date hereof due to either (i) the introduction of or any change following in or to the date hereof interpretation of any law or regulation by the governmental authority that promulgated or administers compliance with such law or regulation (including, without limitation, other than laws or regulations with respect to income taxes or any change by way of imposition or increase of reserve requirements) in or requirements included in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic Eurodollar Reserve Percentage) or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body fiscal, monetary or governmental authority, rating agency or similar agency (whether or not having the force of law), (A) and taking into account the obligations of the Liquidity Providers under the Liquidity Agreements, and otherwise in connection with any Conduit Lender's asset-supported financing business, any reserve or deposit or similar requirement shall be imposed, modified or deemed applicable or, any basis of taxation shall be changed or any other condition shall be imposed, and there shall be any increase in the cost to the Agent, any Lender Agent(either directly or indirectly through any increase in the costs to the related Liquidity Providers) of making, funding, or maintaining Loans or in the cost to any Lender, successor or assign thereof (each of which shall be an “Affected Person”) Lender of agreeing to make make, fund, or making, funding or maintaining any Loan maintain Loans (or any including the reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or amount of principal or interest receivable by an Affected Person under this Agreement or under any other Transaction Documentthe Pledged Contracts), or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, then the Borrower shall, shall from time to time, after written upon demand by such Lender, or its Managing Agent or the Deal Agent (which demand shall be accompanied on its behalf, by a statement setting forth in reasonable detail the basis for such demand), on behalf submission of such Affected Personthe certificate described below, pay to the Agent, on behalf of such Affected PersonLender, additional amounts sufficient to compensate such Affected Person Lender, for such increased costs or reduced payments within thirty (30) days after such demandcost; provided, however, that in the case of any such increased cost incurred solely as a result of compliance with any guideline or request of any rating agency, the Borrower's obligation to pay any additional amounts identified on the certificate described below by way of compensation shall neither accrue, nor become due and payable, prior to the 90th day following the Borrower's receipt of such certificate (it being understood that the Borrower shall have no obligation to pay any such additional amount incurred solely as a result of a guideline or request of a rating agency if all outstanding Loans and any other amounts payable under this Section 5.1 outstanding hereunder are repaid in full and in cash, and the Borrower shall have terminated the obligations of the other parties hereto, prior to such 90th day following the Borrower's receipt of such certificate). A certificate setting forth in reasonable detail the amount of such increased cost submitted to the Borrower by such Lender, or its Managing Agent or the Deal Agent on its behalf, shall be without duplication of amounts payable under Section 4.3conclusive and binding for all purposes, absent manifest error.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable LawLaw (including, without limitation, any law or regulation resulting in any interest payments paid to the Note Purchaser under this Agreement being subject to any tax, except for taxes on the overall net income of the Note Purchaser), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost to the Agent, the Note Purchaser, or any Lender Agent, any LenderAffiliate, successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 10 days after such demand; provided, that the amounts payable under this Section 5.1 2.10 shall be without duplication of amounts payable under Section 4.32.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable LawLaw (including, without limitation, any law or regulation resulting in any payments paid under this Agreement or any other Transaction Document being subject to any Tax including by reason of any change to the basis or rate of taxation on any payments, except for Taxes on the overall net income of such party), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any LenderLiquidity Bank or any Affiliate, successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or Agreement, under any other Transaction Document, Document or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each caseLiquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 2.09 shall be without duplication of amounts payable under Section 4.32.10; provided, further, that an Affected Party claiming additional amounts under this Section 2.09 agrees to use commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Affected Party, be otherwise disadvantageous to such Affected Party.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost to the Agent, any Lender Agent, any Lender, or any successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1x) Indemnified Taxes and (2y) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Person, pay to the Facility Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof Closing Date (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof Closing Date of any Applicable Law, Law in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof Closing Date from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost to the Agent, any Lender Administrative Agent, any Lender, participant thereof (provided that a participant shall not be entitled to receive any greater payment under this Section 2.10 than the Lender would have been entitled to receive with respect to the participation sold to such participant), successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or Agreement, under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 10 days after such demand; provided, provided that the amounts payable under this Section 5.1 2.10(a) shall be without duplication of amounts payable under Section 4.3.not apply to any Indemnified Taxes or Excluded Taxes. ‑90‑

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost (other than Taxes) to the Facility Agent, any Lender Agent, any Lender, or any successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan maintain the Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (2z) Excluded Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Person, pay to the Facility Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be (i) without duplication of amounts payable under Section 4.34.3 and (ii) due and payable on any given date only to the extent there are amounts available therefor pursuant to Section 8.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (with respect to DBNY or any Lender to which DBNY assigns any outstanding Advance) and the date that a Lender becomes a Lender hereunder (with respect to such other Lender, such date, a “Lender Effective Date”) (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof or the Lender Effective Date, as applicable, of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof or Lender Effective Date, as applicable, from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost to the Agent, any Lender Facility Agent, any Lender, successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (2C) Excluded Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligationsobligations under this Agreement, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to timetime but subject to Section 8.3, after written demand by the Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand, together with documents evidencing the same), on behalf of such Affected Person, pay to the Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction introductionimplementation of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve reserve, capital adequacy or liquidity requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable LawLaw (including without limitation the Basel III Regulations), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body (including without limitation in connection with the Basel III Regulations) (whether or not having the force of law), (A) there shall be any increase in the cost to the Facility Agent, any Lender Agent, any Lender, or any successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (2z) Excluded Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Person,subject to receipt of a certificate delivered pursuant to Section 5.1(e) and the timing requirements thereof, pay to the Facility Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty on the immediately following Distribution Date (30to the extent of available funds) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof Closing Date (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof Closing Date of any Applicable LawLaw (including, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax), in each case whether foreign or domestic domestic, including under Basel III or Dxxx-Xxxxx, or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) including under Basel III or Dxxx-Xxxxx, there shall be any increase in the cost to the Agent, any Lender Administrative Agent, any Lender, any Lender Agent or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or Agreement, under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 30 days after such demand; providedprovided that, that the amounts payable under this Section 5.1 2.09 shall be without duplication of amounts payable under Section 4.3not include Indemnified Taxes or any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Lawlaw or regulation (including, without limitation, any law or regulation resulting in any interest payments paid to a Lender under this Agreement being subject to United States withholding tax) or any guideline of any accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body governmental authority (whether or not having the force of law), (A) there shall be any increase in the cost to the Agent, the Lender, or any Lender Agent, any LenderAffiliate, successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, be (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case“Increased Costs”), the Borrower shall, from time to time, within fifteen (15) days after written demand complying with Section 2.09(c) by the Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand)Agent, on behalf of such Affected PersonParty, pay to the Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) days after such demandpayments; provided, however, that such Affected Party shall use reasonable efforts in good faith to mitigate any such Increased Costs including such increased costs as may result from regulatory changes effecting the cost of issuing commercial paper to any Lender. For the avoidance of doubt, any future interpretation and application of Financial Accounting Standards Board Interpretation No. 46 or any other interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute a change in the interpretation, administration or application of a guideline subject to this Section 2.11(a) to the extent such interpretation or application may cause Increased Costs, provided that the amounts payable under this Section 5.1 Lender shall be without duplication of amounts payable under Section 4.3have used reasonable efforts in good faith to mitigate such Increased Costs.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof Original Closing Date (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof Original Closing Date of any Applicable LawLaw (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof Original Closing Date from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any LenderLiquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or Agreement, under any other Transaction Document, Document or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each caseLiquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 10 days after such demand; provided, that the amounts payable under this Section 5.1 2.10 shall be without duplication of amounts payable under Section 4.32.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost to the Administrative Agent, any Lender Agent, any Lender, successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (2C) Excluded Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Person, pay to the Administrative Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) after the introduction date of this Agreement, the adoption of or any change following the date hereof (including, without limitation, in any change by way of imposition law or increase of reserve requirements) in regulation or in the interpretation, administration interpretation or application arising following the date hereof of thereof by any Applicable Law, in each case whether foreign Governmental Authority or domestic or (ii) the compliance by any Bank with any guideline request or request following the date hereof from any central bank or other Official Body directive (whether or not having the force of law)) from any central bank or other Governmental Authority made subsequent to the date of this Agreement (provided that the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, Basel III and all requests, rules, guidelines or directives under, or issued in connection with, the foregoing shall be deemed for all purposes of this Section 4.1 to be a change in Requirements of Law, regardless of the date enacted, adopted or issued): (i) shall (A) there shall be subject any increase in the cost to the Agent, any Lender Agent, any Lender, successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) Bank to any Affected Person hereunder)Taxes with respect to this Agreement, as the case may be, or (B) there change the basis of taxation of payments to such Bank in respect thereof (except, in each case of (A) and (B), for Indemnified Taxes, Connection Income Taxes and Taxes described in clauses (ii) through (v) of the definition of Excluded Taxes); (ii) shall be impose, modify or hold applicable any reduction 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 such Bank that is not otherwise included in the amount determination of the applicable Term SOFR rate hereunder (except for amounts covered by any other Section hereof); or (iii) shall impose on such Bank any other condition; and the result of any sum received or receivable of the foregoing is to increase the actual cost to such Bank, by an Affected Person under this Agreement amount that such Bank deems to be material, of making, converting into, continuing or under maintaining SOFR Loans or to reduce any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoamount receivable hereunder in respect thereof, then, in each any such case, the Borrower shallshall promptly pay such Bank, from time to time, after written upon its demand by in the Agent (which demand shall be accompanied by a statement setting manner set forth in reasonable detail the basis for such demandSection 4.7(b), on behalf of any additional amounts, computed by such Affected PersonBank in accordance with Section 4.7(a), pay to the Agent, on behalf of such Affected Person, additional amounts sufficient necessary to compensate such Affected Person Bank for such actual increased costs cost or reduced payments within thirty amount receivable that is attributable to Loans (30to the extent that such Bank has not already been compensated or reimbursed for such amounts pursuant to any other provision of this Agreement). If any Bank becomes entitled to claim any additional amounts pursuant to this Section 4.1(a) days after such demand; providedfrom the Borrower, it shall promptly notify the Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled in the manner set forth in Section 4.7(b). (b) If any Bank determines in good faith that the amounts payable under introduction of or any change in or in the interpretation or application by any Governmental Authority of any law or regulation regarding capital adequacy or liquidity after the date of this Section 5.1 Agreement or compliance by such Bank or any corporation controlling such Bank with any law or regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made or issued after the date of this Agreement does or shall be without duplication of amounts payable under Section 4.3.have the effect, as a result

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost to the Agent, any Lender Administrative Agent, any Lender, successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (2C) Excluded Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligationsobligations under this Agreement, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to timetime but subject to Section 8.3, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand, together with documents evidencing the same), on behalf of such Affected Person, pay to the Administrative Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost to the Facility Agent, any Lender Agent, any Lender, or any successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (2z) Excluded Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Person, pay to the Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost to the Facility Agent, any Lender Agent, any Lender, successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1A) Indemnified Taxes, (B) Excluded Taxes and (2C) Excluded Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Person, pay to the Facility Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic domestic, including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Dxxx-Xxxxx, or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law), including under Basel III (Aincluding, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Dxxx-Xxxxx, there shall be any increase in the cost cost, other than Taxes, to the Agent, any Lender Agentor any Affiliate, any Lenderparticipant, successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or Agreement, under any other Transaction Loan Document, or (C) any Recipient is Affected Party shall be or become subject to any Taxes Tax (other than (1A) Indemnified Taxes, (B) Taxes described in clauses (b), (c) and (2d) of the defined term “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligationsRevolving Loan Commitment, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Agent (which demand shall be accompanied by a statement certified to by an officer of Affected Party setting forth in reasonable detail the basis for such demand), demand on behalf of such Affected PersonParty), pay to the Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or costs, reduced payments or Taxes within thirty fifteen (3015) days after such demand; provided, provided that the amounts payable under this Section 5.1 2.13 shall be payable without duplication of amounts payable under Section 4.32.12.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable LawLaw (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Indemnified Taxes and Excluded Taxes), in each case whether foreign or domestic domestic, including under Basel III or Xxxx-Xxxxx, or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any LenderLiquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or Agreement, under any other Transaction Document, Document or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each caseLiquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), 75 DMSLIBRARY01\32370595.v1 on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 10 days after such demand; provided, provided that the amounts payable under this Section 5.1 2.10 shall be without duplication of amounts payable under Section 4.32.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost (other than Taxes) to the Facility Agent, any Lender Agent, any Lender, or any successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction DocumentDocument (other than by reason of Taxes), or (C) any Recipient is subject to any Taxes (other than (1x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (2z) Excluded Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Person, pay to the Facility Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be (i) without duplication of amounts payable under Section 4.34.3 and (ii) due and payable on any given date only to the extent there are amounts available therefor pursuant to Section 8.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost to the Administrative Agent, any Lender Agent, any Lender, successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1A) Indemnified Taxes, (B) Excluded Taxes and (2C) Excluded Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Person, pay to the Administrative Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law, in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof USActive 31637433.4 -71- from any central bank or other Official Body (whether or not having the force of law), (A) there shall be any increase in the cost to the Facility Agent, any Lender Agent, any Lender, successor or assign thereof (each of which shall be an “Affected Person”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person hereunder), as the case may be, (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Person under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Person, pay to the Facility Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof hereofOriginal Closing Date (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable LawLaw (including, without limitation, any Applicable Law resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Excluded Taxes), in each case case, whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any LenderLiquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or Agreement, under any other Transaction Document, Document or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each caseLiquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 10 days after such demand; provided, that the amounts payable under this Section 5.1 2.10 shall be without duplication of amounts payable under Section 4.32.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable LawLaw (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any LenderLiquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or Agreement, under any other Transaction Document, Document or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each caseLiquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PersonParty, pay to the Administrative Agent, on behalf of such Affected PersonParty, additional amounts sufficient to compensate such Affected Person Party for such increased costs or reduced payments within thirty (30) 10 days after such demand; provided, that the amounts payable under this Section 5.1 2.10 shall be without duplication of amounts payable under Section 4.32.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change following the date hereof Closing Date (including, including without limitation, limitation any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof Closing Date of any Applicable LawLaw (including without limitation any law or regulation resulting in any interest payments paid to the Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of the Lender), in each case whether foreign or domestic or (ii) the compliance with any guideline or request following the date hereof Closing Date from any central bank or other Official Body Governmental Authority (whether or not having the force of law), (A) there shall be any increase in the cost to the Administrative Agent, the Lender or any Affiliate, participant (provided that a participant shall not be entitled to receive any greater payment under this Section 2,10 than the Lender Agent, any Lenderwould have been entitled to receive with respect to the participation sold to such participant), successor or assign thereof (each of which shall be an “Affected PersonParty”) of agreeing to make or making, funding or maintaining any Loan Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Person Party hereunder), as the case may be, (B) or there shall be any reduction in the amount of any sum received or receivable by an Affected Person Party under this Agreement or under any other Transaction Document, or (C) any Recipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each caseAgreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of such Affected Person, pay its legal inability to the Agent, on behalf of such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs or reduced payments within thirty (30) days after such demand; provided, that the amounts payable under this Section 5.1 shall be without duplication of amounts payable under Section 4.3do so.