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 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 following the date hereof of any Applicable Law (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, 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 Governmental Authority (whether or not having the force of law), including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, 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 Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof Fifth Amendment Effective Date (or, with respect to the Agent (so long as Xxxxx Fargo 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 following the date hereof Fifth Amendment Effective Date (or, with respect to the Agent (so long as Xxxxx Fargo is the Agent) and Xxxxx Fargo, the Restatement Date) of any Applicable Law (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 Taxeson the overall net income of such Lender), in each case whether foreign or domestic, including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, 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 Xxxxx Fargo is the Agent) and Xxxxx Fargo, the Restatement Date) from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity 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 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 Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Indemnified Taxes or Excluded Taxes.

Increased Costs Capital Adequacy. (a) IfIf after the Closing Date, due to either (i) any Lender, the introduction of Agent, any Funding Source or any change that becomes effective following of their respective Affiliates (each an “Affected Party”) shall be charged or shall incur any fee, expense, increased reserve requirement or other increased cost on account of the date hereof adoption or implementation of any applicable law, rule or regulation or any accounting principle (including, without limitation, any applicable law, rule or regulation or accounting principle regarding or affecting capital adequacy) or any change by way of imposition therein, or increase of reserve requirements) in or any change in the interpretation, interpretation or administration thereof by any Governmental Authority or application following the date hereof of any Applicable Law (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, including under Basel III (including, without limitation, in connection accounting body charged with the calculation of the “liquidity coverage ratio” thereunder) interpretation or Xxxx-Xxxxxadministration thereof, or (ii) the compliance with any guideline request or request following the date hereof from any central bank or other Governmental Authority directive (whether or not having the force of law)) of any such Governmental Authority or accounting body (a “Regulatory Change”): (i) which subjects any Affected Party to any charge or withholding on or with respect to any Funding Agreement or an Affected Party’s obligations under a Funding Agreement, including under Basel III (including, without limitation, in connection or on or with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, there shall be any increase in the cost respect to the Administrative AgentAssets, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each changes the basis of which shall be an “Affected Party”) taxation 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) payments to any Affected Party hereunder)of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of an Affected Party) or (ii) which imposes, as modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the case may beaccount of an Affected Party, or there shall be credit extended by an Affected Party pursuant to a Funding Agreement or (iii) which imposes any reduction in other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Funding Agreement, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by an Affected Party under this Agreementa Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, under any other Transaction Document or any Liquidity Agreementthen, upon demand by the Agent by the submission of the certificate described below, the Borrower shallshall pay to the Agent, from time to time, after written demand by for the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail benefit of the basis for such demand), on behalf of such relevant Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient as are necessary to compensate such Affected Party for such increased costs cost, reduction or reduced payments within 10 days after such demand; provided that payment. A certificate from the relevant Affected Party setting forth in reasonable detail the amounts payable under this Section 2.10 so required to compensate such Affected Party submitted to the Borrower shall be without duplication of amounts payable under Section 2.11 conclusive and shall not include any Excluded Taxesbinding for all purposes, absent manifest error.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following If after the date hereof (including, without limitationhereof, any change by way Affected Party shall be charged any fee, expense or increased cost on account of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof adoption of any Applicable Law (including, without limitationincluding any Applicable Law regarding capital adequacy or liquidity), any law accounting principles or regulation resulting any change 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, including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxxforegoing, or (ii) any change in the compliance with interpretation or administration thereof by any guideline or request following Governmental Authority, the date hereof from Financial Accounting Standards Board, any central bank or other Governmental Authority any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law)) of any such authority or agency (a “Regulatory Change”): (i) that subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, including under Basel III (including, without limitation, in connection or on or with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, there shall be any increase in the cost respect to the Administrative AgentAdvances, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each changes the basis of which shall be an “Affected Party”) taxation 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) payments to any Affected Party hereunder)of any amounts payable under any Transaction Document (except for changes in the rate of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or (ii) that imposes, as modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the case may beaccount of an Affected Party, or there shall be credit extended by an Affected Party pursuant to a Transaction Document or (iii) that imposes any reduction in other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, under any other a Transaction Document or to require any Liquidity Agreementpayment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Lender to the Borrower, with a copy to the Servicer, the Documentation Agent and the applicable Managing Agent, the Borrower shallshall pay, from time in accordance with the Priority of Payments, to timethe Paying Agent, after written demand by for payment to any applicable Lenders for the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail benefit of the basis for such demand), on behalf of such relevant Affected Party, pay such amounts charged to the Administrative Agent, on behalf of such Affected Party, additional Party or such amounts sufficient to otherwise compensate such Affected Party for such increased costs cost or reduced payments within 10 days such reduction. For the avoidance of doubt, (A) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all Applicable Laws, principles, interpretations, administrations, requests or directives promulgated thereunder and (B) all Applicable Laws, principles, interpretations, administrations, requests or directives promulgated by the Bank for International Settlements, Basel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign Governmental Authorities or central banks or comparable agencies, in each case pursuant to Basel III, each are deemed to have been adopted or changed after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication date hereof, regardless of amounts payable under Section 2.11 and shall not include any Excluded Taxesthe date the same were adopted or changed.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following a If after the date hereof (including, without limitationhereof, any change by way Affected Party shall be charged any fee, expense or increased cost on account of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof adoption of any Applicable Law (including, without limitationincluding any Applicable Law regarding capital adequacy or liquidity), any law accounting principles or regulation resulting any change 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, including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxxforegoing, or (ii) any change in the compliance with interpretation or administration thereof by any guideline or request following Governmental Authority, the date hereof from Financial Accounting Standards Board, any central bank or other Governmental Authority any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law)) of any such authority or agency (a “Regulatory Change”): (i) that subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, including under Basel III (including, without limitation, in connection or on or with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, there shall be any increase in the cost respect to the Administrative AgentAdvances, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each changes the basis of which shall be an “Affected Party”) taxation 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) payments to any Affected Party hereunder)of any amounts payable under any Transaction Document (except for changes in the rate of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or (ii) that imposes, as modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the case may beaccount of an Affected Party, or there shall be credit extended by an Affected Party pursuant to a Transaction Document or (iii) that imposes any reduction in other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, under any other a Transaction Document or to require any Liquidity Agreementpayment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Lender (on behalf of the relevant Affected Party) or an Agent to the Borrower, with a copy to the Servicer, the Documentation Agent and the applicable Managing Agent, the Borrower shallshall pay, from time in accordance with the Priority of Payments, to timethe Paying Agent, for payment to any applicable Lenders for the benefit of the relevant Affected Party or to the applicable Agent, as the case may be, such amounts charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased cost or such reduction. For the avoidance of doubt, (A) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all Applicable Laws, principles, interpretations, administrations, requests or directives promulgated thereunder and (B) all Applicable Laws, principles, interpretations, administrations, requests or directives promulgated by the Bank for International Settlements, Basel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign Governmental Authorities or central banks or comparable agencies, in each case pursuant to Basel III, are deemed to have been adopted or changed after written the date hereof, regardless of the date the same were adopted or changed. b If as a result of any event or circumstance similar to those described in Section 2.12(a), an Affected Party is required to compensate a Funding Source or Support Provider in connection with this Agreement or the funding or maintenance of Advances hereunder, then on the next Payment Date after demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand)relevant Lender, on behalf of such Affected Party, pay the Borrower shall pay, in accordance with the Priority of Payments, for payment to any applicable Lender for the Administrative Agent, on behalf benefit of such the relevant Affected Party, such additional amount or amounts sufficient as may be necessary to compensate reimburse such Affected Party for any such increased costs or reduced payments within 10 days after such demand; amounts paid by it. c In determining any amount provided that for in this section, the amounts payable Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.10 2.12 shall submit to the Borrower, with a copy to the Documentation Agent and the Servicer, a certificate as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such cost or reduction and shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxesconclusive absent demonstrable error.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof hereofClosing 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 following the date hereof hereofClosing Date of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement Agreementloans, 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, except for Indemnified (I) Taxes on the overall net income of such Lender)described in clauses (ii) through (iv) of the definition of Excluded Taxes, (II) Connection Income Taxes and Excluded Taxes)(III) indemnified taxes paid under Section 2.11, in each case whether foreign or domestic, including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof hereofClosing Date from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any LenderLender or, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (of any Lender, or sub-agent of the Administrative Agent (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 AgreementAgreement or under, under any other Transaction Document or any Liquidity AgreementDocument, the Borrower shall, from time to time, after written writtenthen on the Payment Date following demand by the Administrative Agent Agentsuch Affected Party (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of ofthe Borrower shall pay directly to such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, such additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided provided, that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 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 in or to the interpretation of any law or regulation by the governmental authority that becomes effective following the date hereof 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 following the date hereof of any Applicable Law (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, including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunderEurodollar Reserve Percentage) or Xxxx-Xxxxx, or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority fiscal, monetary or governmental authority, rating agency or similar agency (whether or not having the force of law), including and taking into account the obligations of the Liquidity Banks under Basel III (includingthe Liquidity Agreement, without limitationthe obligations of CapMAC under the Surety Bonds and/or the Insurance Agreement, and the obligations of the L/C Bank under this Credit Agreement, the Letter of Credit and otherwise in connection with the calculation Triple-A's asset-supported financing business, any reserve or deposit or similar requirement shall be imposed, modified or deemed applicable or, any basis of the “liquidity coverage ratio” thereunder) taxation shall be changed or Xxxx-Xxxxxany other condition shall be imposed, and there shall be any increase in the cost to Triple-A (either directly or indirectly through any increase in the Administrative Agentcosts to the Liquidity Banks, any LenderCapMAC, any Lender Agentor the L/C Bank) of making, any Liquidity Bank funding, or any Affiliate, participant, successor maintaining Triple-A Loans or assign thereof (each of which shall be an “Affected Party”) in the cost to Triple-A of agreeing to make make, fund, or maintain Triple-A Loans (including the reduction of any sum received or amount of principal or interest receivable under the Pledged Contracts), or in the cost to CapMAC or the L/C Bank of issuing, amending, renewing or extending, or making, funding or maintaining any Advance payments under, the Surety Bonds, the Insurance Agreement or the Letter of Credit, or in agreeing to issue, amend, renew, or extend, or make, fund or maintain payments under, the Surety Bonds, the Insurance Agreement or the Letter of Credit, then the Borrower shall from time to time, upon demand by Triple-A, CapMAC or the L/C Bank (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), by the submission of the certificate described below, pay to Triple-A, CapMAC or there shall be any reduction the L/C Bank (as the case may be), additional amounts sufficient to compensate Triple-A, CapMAC or the L/C Bank (as the case may be), for such increased cost; provided, however, that in the amount -------- ------- case of any sum received such increased cost incurred solely as a result of compliance with any guideline or receivable request of any rating agency, the Borrower's obligation to pay any additional amounts identified on the certificate described below by an Affected Party under this Agreementway of compensation shall neither accrue, under 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 Triple-A Loans and any other Transaction Document or any Liquidity Agreementamounts outstanding hereunder are repaid in full and in cash, and the Borrower shallshall have terminated the obligations of the other parties hereto, from time prior to time, after written demand by such 90th day following the Administrative Agent (which demand shall be accompanied by a statement Borrower's receipt of such certificate). A certificate setting forth in reasonable detail the basis for amount of such demandincreased cost submitted to the Borrower by Triple- A, CapMAC or the L/C Bank (as the case may be), or the Administrative Agent on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 Triple-A shall be without duplication of amounts payable under Section 2.11 conclusive and shall not include any Excluded Taxesbinding for all purposes, absent manifest error.

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 or liquidity requirements) in or in the interpretation, administration or application following the date hereof Closing Date of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto of any Lender under this Agreement being subject to any Tax, except for Indemnified Taxes and Excluded on the overall net income of such Lender or Taxes that are franchise Taxes or branch profits Taxes), in each case whether foreign or domestic, including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof Closing Date from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity 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 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 AgreementDocument, 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 demanddemand and shall be made within 180 days of such Affected Party obtaining knowledge of the occurrence of the circumstances in respect of this Agreement), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided provided, that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include (A) Indemnified Taxes, (B) any Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes and (C) Connection Income Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof Fifth Amendment Effective Date (or, with respect to the Agent (so long as Xxxxx Fargo 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 following the date hereof Fifth Amendment Effective Date (or, with respect to the Agent (so long as Xxxxx Fargo is the Agent) and Xxxxx Fargo, the Restatement Date) of any Applicable Law (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 Taxeson the overall net income of such Lender), in each case whether foreign or domestic, including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, 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 Xxxxx Fargo is the Agent) and Xxxxx Fargo, the Restatement Date) from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity 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 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 Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) IfSubject to Section 2.20 (which shall be controlling with respect to the matters covered thereby), due to either (i) if any Lender, any Agent or the introduction of Issuing Bank shall have determined that the adoption or implementation of, or any change that becomes effective following the date hereof (including, without limitationin, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change by way of imposition in, the interpretation or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof of any Applicable Law (including, without limitationthereof by, any law court, central bank 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 other administrative or domestic, including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-XxxxxGovernmental Authority, or (ii) compliance by any Lender, any Agent or the compliance Issuing Bank or any Person controlling any such Agent, any such Lender or the Issuing Bank with any directive of, or guideline or request following the date hereof from from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Lender, any Agent or the Issuing Bank or any Person controlling any such Agent, any such Lender or the Issuing Bank, in each case after the date hereof (in each case, whether or not having the force of law) (each a “Change in Law”), including under Basel III shall (includingi) subject such Agent, without limitationsuch Lender or the Issuing Bank, or any Person controlling such Agent, such Lender or the Issuing Bank to any tax, duty or other charge with respect to this Agreement or any Loan made by such Agent or such Lender or any Synthetic Letter of Credit issued by the Issuing Bank, or change the basis of taxation of payments to such Agent, such Lender or the Issuing Bank or any Person controlling such Agent, such Lender or the Issuing Bank of any amounts payable hereunder (except for taxes on the overall net income of such Agent, such Lender or the Issuing Bank or any Person controlling such Agent, such Lender or the Issuing Bank), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, any Synthetic Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, such Agent, such Lender or the Issuing Bank or any Person controlling such Agent, such Lender or the Issuing Bank or (iii) impose on such Agent, such Lender or the Issuing Bank or any Person controlling such Agent, such Lender or the Issuing Bank any other condition regarding this Agreement or any Loan or Synthetic Letter of Credit, and the result of any event referred to in connection with the calculation of the “liquidity coverage ratio” thereunderclauses (i), (ii) or Xxxx-Xxxxx, there (iii) above shall be any to increase in the cost to the Administrative such Agent, such Lender or the Issuing Bank of making any LenderLoan, issuing, guaranteeing or participating in any Lender AgentSynthetic Letter of Credit, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make any Loan or makingissue, funding guaranty or maintaining participate in any Advance (or any reduction Synthetic Letter of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may beCredit, or there shall be to reduce any reduction in the amount of any sum received or receivable by an Affected Party under this Agreementsuch Agent, under any other Transaction Document such Lender or any Liquidity Agreementthe Issuing Bank hereunder, then, within 5 Business Days of written demand (including documentation reasonably supporting such request) by such Agent, such Lender or the Issuing Bank, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand Borrowers shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative such Agent, on behalf of such Affected Party, Lender or the Issuing Bank such additional amounts sufficient to as will compensate such Affected Party Agent, such Lender or the Issuing Bank for such increased costs or reduced payments within 10 days after such demandreductions in amount; provided provided, that neither Company nor any of its Subsidiaries shall be required to compensate any Agent, any Lender or the amounts payable under Issuing Bank pursuant to this Section 2.10 for any increased costs incurred more than 180 days prior to the date that such Agent, such Lender or Issuing Bank notifies Company in writing of the increased costs and of such Agent’s, such Lender’s or Issuing Bank’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180 day period referred to above shall be without duplication extended to include the period of amounts payable under Section 2.11 and shall not include any Excluded Taxesretroactive effect thereof.

Increased Costs Capital Adequacy. (a) IfIf after the Effective Date, due to either the Lender, any Hedge Counterparty, the Agent or any Funding Source (each an “Affected Party”) shall be charged or shall incur any fee, expense, increased reserve requirement or other increased cost on account of the (i) the introduction adoption or implementation of any applicable law, rule or regulation or any change that becomes effective following the date hereof accounting principle (including, without limitation, any applicable law, rule or regulation or accounting principle regarding or affecting capital adequacy) or any change by way of imposition or increase of reserve requirementstherein, (ii) in or any change in the interpretation, interpretation or administration thereof by any Governmental Authority or application following the date hereof of any Applicable Law (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, including under Basel III (including, without limitation, in connection accounting body charged with the calculation of the “liquidity coverage ratio” thereunder) interpretation or Xxxx-Xxxxxadministration thereof, or (iiiii) the compliance with any guideline request or request following the date hereof from any central bank or other Governmental Authority directive (whether or not having the force of law)) of any such Governmental Authority or accounting body (a “Regulatory Change”): (A) which subjects any Affected Party to any charge or withholding on or with respect to any Funding Agreement or an Affected Party’s obligations under a Funding Agreement, including under Basel III (including, without limitation, in connection or on or with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, there shall be any increase in the cost respect to the Administrative AgentMedallion Loans, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each changes the basis of which shall be an “Affected Party”) taxation 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) payments to any Affected Party hereunder)of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of an Affected Party) or (B) which imposes, as modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the case may beaccount of an Affected Party, or there shall be credit extended by an Affected Party pursuant to a Funding Agreement or (C) which imposes any reduction in other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Funding Agreement, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by an a Affected Party under this Agreementa Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, under any other Transaction Document or any Liquidity Agreementthen, upon demand by the Agent by the submission of the certificate described below, the Borrower shallshall pay to the Agent, from time to time, after written demand by for the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail benefit of the basis for such demand), on behalf of such relevant Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient as are necessary to compensate such Affected Party for such increased costs cost, reduction or reduced payments within 10 days after such demand; provided that payment. A certificate from the relevant Affected Party setting forth in reasonable detail the amounts payable under this Section 2.10 so required to compensate such Affected Party submitted to the Borrower shall be without duplication conclusive and binding for all purposes, absent manifest error. For the avoidance of amounts payable under Section 2.11 doubt, (i) the Xxxx-Xxxxx Xxxx Street Reform and shall not include Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any Excluded Taxessuccessor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III and (iii) the Capital Requirements Directive (as amended by Article 122a (effective as of January 1, 2011) and as the same may be further amended, restated or otherwise modified) and all requests, rules, guidelines or directives thereunder or issued in connection therewith, shall, in each case, constitute a Regulatory Change regardless of the date adopted or implemented.

Increased Costs Capital Adequacy. (a) If, due to either If (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 following the date hereof interpretation of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Taxregulation, except for Indemnified Taxes and Excluded Taxes), in each case whether foreign or 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 by an Affected Party 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), including or (iii) without limiting the generality of the foregoing, any Specified Change in Law, in any of the foregoing cases, shall (A) subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected Party imposed on it by the jurisdiction under Basel III the laws of which such Affected Party is organized), duty or other charge with respect to the Advance made by it hereunder, or any right to make the Funding hereunder, or on any payment made hereunder, (B) impose, modify or deem applicable any reserve requirement (including, without limitation, in connection with any reserve requirement imposed by the calculation Board of Governors of the “liquidity coverage ratio” thereunder) or Xxxx-XxxxxFederal Reserve System, there shall be but excluding any increase reserve requirement, if any, included in the cost to determination of Interest), special deposit or similar requirement against assets of, deposits with or for the Administrative Agentamount of, or credit extended by, any Affected Party or (C) impose any other condition affecting the Advance made by it hereunder or the Lender’s rights hereunder, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each the result of which shall be an “Affected Party”) of agreeing is to make or making, funding or maintaining any Advance (or any reduction of increase the amount of any payment (whether of principal, interest, fee, compensation or otherwise) cost to any Affected Party hereunder), as the case may be, or there shall be any reduction in to reduce 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, then within ten days after written demand by the Administrative Agent such Affected Party (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of the Borrower shall pay directly to such Affected Party, pay to the Administrative Agent, on behalf of Party such Affected Party, additional amount or amounts sufficient to as will compensate such Affected Party for such additional or increased costs cost incurred or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxesreduction suffered.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following If after the date hereof (including, without limitationhereof, any change by way Affected Party shall be charged any fee, expense or increased cost on account of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof adoption of any Applicable Law (including, without limitationincluding any Applicable Law regarding capital adequacy or liquidity), any law accounting principles or regulation resulting any change 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, including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxxforegoing, or (ii) any change in the compliance with interpretation or administration thereof by any guideline or request following Governmental Authority, the date hereof from Financial Accounting Standards Board, any central bank or other Governmental Authority any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law)) of any such authority or agency (a “Regulatory Change”): (i) that subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, including under Basel III (including, without limitation, in connection or on or with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, there shall be any increase in the cost respect to the Administrative AgentAdvances, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each changes the basis of which shall be an “Affected Party”) taxation 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) payments to any Affected Party hereunder)of any amounts payable under any Transaction Document (except for changes in the rate of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or (ii) that imposes, as modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the case may beaccount of an Affected Party, or there shall be credit extended by an Affected Party pursuant to a Transaction Document or (iii) that imposes any reduction in other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, under any other a Transaction Document or to require any Liquidity Agreementpayment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Lender (on behalf of the relevant Affected Party) or an Agent to the Borrower, with a copy to the Servicer, the Documentation Agent and the applicable Managing Agent, the Borrower shallshall pay, from time in accordance with the Priority of Payments, to timethe Paying Agent, after written demand by for payment {B2297203; 11} - 13 - to any applicable Lenders for the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail benefit of the basis for relevant Affected Party or to the applicable Agent, as the case may be, such demand), on behalf of amounts charged to such Affected Party, pay Party or such amounts to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to otherwise compensate such Affected Party for such increased costs cost or reduced payments within 10 days such reduction. For the avoidance of doubt, (A) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all Applicable Laws, principles, interpretations, administrations, requests or directives promulgated thereunder and (B) all Applicable Laws, principles, interpretations, administrations, requests or directives promulgated by the Bank for International Settlements, Basel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign Governmental Authorities or central banks or comparable agencies, in each case pursuant to Basel III, are deemed to have been adopted or changed after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication date hereof, regardless of amounts payable under Section 2.11 and shall not include any Excluded Taxesthe date the same were adopted or changed.

Increased Costs Capital Adequacy. (a) IfIf after the Closing Date, due to either (i) any Lender, the introduction of Agent, any Funding Source or any change that becomes effective following of their respective Affiliates (each an “Affected Party”) shall be charged or shall incur any fee, expense, increased reserve requirement or other increased cost on account of the date hereof adoption or implementation of any applicable law, rule or regulation or any accounting principle (including, without limitation, any applicable law, rule or regulation or accounting principle regarding or affecting capital adequacy) or any change by way of imposition therein, or increase of reserve requirements) in or any change in the interpretation, interpretation or administration thereof by any Governmental Authority or application following the date hereof of any Applicable Law (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, including under Basel III (including, without limitation, in connection accounting body charged with the calculation of the “liquidity coverage ratio” thereunder) interpretation or Xxxx-Xxxxxadministration thereof, or (ii) the compliance with any guideline request or request following the date hereof from any central bank or other Governmental Authority directive (whether or not having the force of law)) of any such Governmental Authority or accounting body (a “Regulatory Change”): (i) which subjects any Affected Party to any charge or withholding on or with respect to any Funding Agreement or an Affected Party’s obligations under a Funding Agreement, including under Basel III (including, without limitation, in connection or on or with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, there shall be any increase in the cost respect to the Administrative AgentAssets, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each changes the basis of which shall be an “Affected Party”) taxation 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) payments to any Affected Party hereunder)of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of an Affected Party) or (ii) which imposes, as modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the case may beaccount of an Affected Party, or there shall be credit extended by an Affected Party pursuant to a Funding Agreement or (iii) which imposes any reduction in other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Funding Agreement, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by an Affected Party under this Agreementa Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, under any other Transaction Document or any Liquidity Agreementthen, upon demand by the Agent by the submission of the certificate described below, the Borrower shallshall pay to the Agent, from time to time, after written demand by for the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail benefit of the basis for such demand), on behalf of such relevant Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient as are necessary to compensate such Affected Party for such increased costs cost, reduction or reduced payments within 10 days after such demand; provided that payment. A certificate from the relevant Affected Party setting forth in reasonable detail the amounts payable so required to compensate such Affected Party submitted to the Borrower shall be conclusive and binding for all purposes, absent manifest error. (b) [Reserved]. 33 (c) If any Affected Party requests compensation under this Section 2.10 2.10, or the Borrower are required to pay any additional amount to any Lender, any Funding Source or any Governmental Authority for the account of such Lender or Funding Source pursuant to Section 2.11 or if the Agent gives a notice pursuant to Section 2.10(b), then such Lender or such Funding Source shall be without duplication use reasonable efforts to designate a different lending office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or such Funding Source, such designation or assignment (i) would eliminate or reduce amounts payable under pursuant to this Section 2.11 2.10 or Section 2.11, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.10(b), as applicable, and shall (ii) in each case, would not include subject such Lender or such Funding Source to any Excluded Taxes.unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or such Funding Source. The Borrower hereby agree to pay all reasonable costs and expenses incurred by such Lender or such Funding Source in connection with any such designation or assignment. Section 2.11

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following If after the date hereof (including, without limitationhereof, any change by way Affected Party shall be charged any fee, expense or increased cost on account of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof adoption of any Applicable Law (including, without limitationincluding any Applicable Law regarding capital adequacy or liquidity), any law accounting principles or regulation resulting any change 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, including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxxforegoing, or (ii) any change in the compliance with interpretation or administration thereof by any guideline or request following Governmental Authority, the date hereof from Financial Accounting Standards Board, any central bank or other Governmental Authority any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law)) of any such authority or agency (a “Regulatory Change”): (i) that subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, including under Basel III (including, without limitation, in connection or on or with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, there shall be any increase in the cost respect to the Administrative AgentAdvances, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each changes the basis of which shall be an “Affected Party”) taxation 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) payments to any Affected Party hereunder)of any amounts payable under any Transaction Document (except for changes in the rate of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or (ii) that imposes, as modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the case may beaccount of an Affected Party, or there shall be credit extended by an Affected Party pursuant to a Transaction Document or (iii) that imposes any reduction in other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a -13- Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, under any other a Transaction Document or to require any Liquidity Agreementpayment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Lender (on behalf of the relevant Affected Party) or an Agent to the Borrower, with a copy to the Servicer, the Documentation Agent and the applicable Managing Agent, the Borrower shallshall pay, from time in accordance with the Priority of Payments, to timethe Paying Agent, after written demand by for payment to any applicable Lenders for the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail benefit of the basis for relevant Affected Party or to the applicable Agent, as the case may be, such demand), on behalf of amounts charged to such Affected Party, pay Party or such amounts to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to otherwise compensate such Affected Party for such increased costs cost or reduced payments within 10 days such reduction. For the avoidance of doubt, (A) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all Applicable Laws, principles, interpretations, administrations, requests or directives promulgated thereunder and (B) all Applicable Laws, principles, interpretations, administrations, requests or directives promulgated by the Bank for International Settlements, Basel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign Governmental Authorities or central banks or comparable agencies, in each case pursuant to Basel III, are deemed to have been adopted or changed after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication date hereof, regardless of amounts payable under Section 2.11 and shall not include any Excluded Taxesthe date the same were adopted or changed.

Increased Costs Capital Adequacy. (a) IfIf after the Closing Date, due to either (i) any Lender, the introduction of Agent, any Funding Source or any change that becomes effective following of their respective Affiliates (each an “Affected Party”) shall be charged or shall incur any fee, expense, increased reserve requirement or other increased cost on account of the date hereof adoption or implementation of any applicable law, rule or regulation or any accounting principle (including, without limitation, any applicable law, rule or regulation or accounting principle regarding or affecting capital adequacy) or any change by way of imposition therein, or increase of reserve requirements) in or any change in the interpretation, interpretation or administration thereof by any Governmental Authority or application following the date hereof of any Applicable Law (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, including under Basel III (including, without limitation, in connection accounting body charged with the calculation of the “liquidity coverage ratio” thereunder) interpretation or Xxxx-Xxxxxadministration thereof, or (ii) the compliance with any guideline request or request following the date hereof from any central bank or other Governmental Authority directive (whether or not having the force of law)) of any such Governmental Authority or accounting body (a “Regulatory Change”): (i) which subjects any Affected Party to any charge or withholding on or with respect to any Funding Agreement or an Affected Party’s obligations under a Funding Agreement, including under Basel III (including, without limitation, in connection or on or with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, there shall be any increase in the cost respect to the Administrative AgentAssets, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each changes the basis of which shall be an “Affected Party”) taxation 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) payments to any Affected Party hereunder)of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of an Affected Party) or (ii) which imposes, as modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the case may beaccount of an Affected Party, or there shall be credit extended by an Affected Party pursuant to a Funding Agreement or (iii) which imposes any reduction in other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Funding Agreement, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by an Affected Party under this Agreementa Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, under any other Transaction Document or any Liquidity Agreementthen, the Borrower shall, from time to time, after written upon demand by the Administrative Agent (which demand by the submission of the certificate described below, the Borrowers shall be accompanied by a statement setting forth in reasonable detail pay to the basis Agent, for such demand), on behalf the benefit of such the relevant Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient as are necessary to compensate such Affected Party for such increased costs cost, reduction or reduced payments within 10 days after such demand; provided that payment. A certificate from the relevant Affected Party setting forth in reasonable detail the amounts payable under this Section 2.10 so required to compensate such Affected Party submitted to the Borrowers shall be without duplication of amounts payable under Section 2.11 conclusive and shall not include any Excluded Taxesbinding for all purposes, absent manifest error.

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, including any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof Closing Date of any Applicable Law (including, without limitation, including any law or regulation resulting in any interest payments paid by the Borrower to any Lender under this Agreement being subject to any TaxTax (other than (x) Indemnified Taxes, except for Indemnified (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Excluded (z) Connection Income Taxes)) on its loans, in each case whether foreign loan principal, letters of credit, commitments, or domesticother obligations, including under Basel III (includingor its deposits, without limitationreserves, in connection with the calculation of the “liquidity coverage ratio” thereunder) other liabilities or Xxxx-Xxxxx, capital attributable thereto or (ii) the compliance with any guideline or request following the date hereof Closing Date from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, there shall be is any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or permitted assign thereof (each of which shall be each, an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance Funded Loan under this Agreement (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 is any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under Agreement or any other Transaction Document or any Liquidity AgreementDocument, the Borrower shall, from time to timeas applicable, on each Payment Date in accordance with the Priority of Payments, 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 Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs (such amounts, “Increased Costs”); provided, however, that (1) such Increased Costs shall be due and payable only if such Affected Party is charging similarly situated Borrowers for similar costs, damages, losses or reduced payments within 10 expenses at such time and (2) a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such Applicable Law as in effect on the Closing Date or the later date on which it becomes a Lender, as the case may be, and, provided, further, that the Administrative Agent or any such Lender shall be required to provide written notice of any of the foregoing events not later than 270 days after such demand; knowledge thereof, provided that to the amounts payable under this Section 2.10 extent any such increased costs are applied retroactively to any Lender, such 270-day period shall be without duplication of amounts payable under Section 2.11 and shall not extended to include any Excluded Taxessuch period of retroactive effect.

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 following the date hereof Closing Date of any Applicable Law (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 Taxeson the overall net income of such Lender), in each case whether foreign or domestic, including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof Closing Date from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, 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 Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided provided, that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

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 following the date hereof Closing Date of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid by any Borrower Party to any Lender under this Agreement being subject to any TaxTax (other than (x) Indemnified Taxes, except for Indemnified (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Excluded (z) Connection Income Taxes)) on its loans, in each case whether foreign loan principal, letters of credit, commitments, or domesticother obligations, including under Basel III (includingor its deposits, without limitationreserves, in connection with the calculation of the “liquidity coverage ratio” thereunderother liabilities or capital attributable thereto) or Xxxx-Xxxxx, or (ii) the compliance with any guideline or request following the date hereof Closing Date from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, there shall be is any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be each, an “Affected Party”) of agreeing due to any agreement to make or any making, funding or maintaining any Advance Funded Loan under this Agreement (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 is any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under Agreement or any other Transaction Document or any Liquidity AgreementDocument, the applicable Borrower Party shall, from time to timeas applicable, on each Payment Date in accordance with the Priority of Payments, 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 Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after (such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxesamounts, “Increased Costs”).

Increased Costs Capital Adequacy. (a) IfSubject to the provisions of Section 2.10 (which shall be controlling with respect to the matters covered thereby), due to either in the event that any Affected Party 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 that becomes effective 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 following thereof (including the date hereof introduction of any Applicable Law (includingnew law, without limitationtreaty or governmental rule, regulation or order), or any law determination of a court 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)governmental authority, in each case whether foreign or domestic, including under Basel III (including, without limitation, in connection with that becomes effective after the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-XxxxxClosing Date, or (ii) the compliance by such Affected Party with any guideline guideline, request or request following directive issued or made after the Closing Date (or if later, the date hereof from such party becomes an Affected Party hereunder) by any central bank bank, accounting authority or other Governmental Authority governmental or quasi governmental authority (whether or not having the force of law), including under Basel III ) (including, without limitation, in connection with i) subjects such Affected Party (or its applicable lending office) to any additional Tax (other than a Tax imposed on or measured by the calculation net income or net profits of such Affected Party pursuant to the Laws of the “liquidity coverage ratio” thereunder) jurisdiction in which it is organized or Xxxx-Xxxxx, there shall be any increase the jurisdiction in which the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank principal office or applicable lending office of such Affected Party is located or any Affiliate, participant, successor subdivision thereof or assign thereof (each therein) with respect to this Agreement or any of which shall be an “the other Transaction Documents or any of its obligations hereunder or thereunder or any payments to such Affected Party”) of agreeing to make or making, funding or maintaining any Advance Party (or any reduction of the amount of any payment (whether its applicable lending office) of principal, interest, feefees or any other amount payable hereunder; (ii) imposes, compensation modifies or otherwise) to holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance, risk based assessment 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 extended by, or any other acquisition of funds by, any office of such Affected Party hereunder), as the case may be, (other than any such reserve or there shall be any reduction other requirements with respect to Advances that are reflected in the amount definition of LIBO Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Affected Party (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 Affected Party of agreeing to make, making or maintaining Advances hereunder or Support Advances with respect thereto or to reduce any amount received or receivable by an such Affected Party under this Agreement(or its applicable lending office) with respect thereto; then, under in any other Transaction Document or any Liquidity Agreementsuch case, the Borrower shall, from time to time, on each Settlement Date after written demand receipt by the Borrower from such Affected Party of the statement referred to in the next sentence, shall pay in accordance with the Priority of Payments such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Affected Party in its reasonable discretion shall determine) as may be necessary to compensate such Affected Party for any such increased cost or reduction in amounts received or receivable hereunder. Such Affected Party shall deliver to the Borrower (with a copy to the Servicer and Administrative Agent (which demand shall be accompanied by Agent) a statement written statement, setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to calculating the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient owed to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 2.09(a), which statement shall be without duplication conclusive and binding upon all parties hereto absent manifest error; provided, that no Lender shall be entitled to compensation under this Section 2.09(a) for amounts incurred or reductions suffered more than 270 days prior to the date of amounts payable under Section 2.11 and shall not include any Excluded Taxesdelivery of such written statement.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following If after the date hereof (including, without limitationhereof, any change by way Affected Party shall be charged any fee, expense or increased cost on account of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof adoption of any Applicable Law (including, without limitationincluding any Applicable Law regarding capital adequacy or liquidity), any law accounting principles or regulation resulting any change 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, including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxxforegoing, or (ii) any change in the compliance with interpretation or administration thereof by any guideline or request following Governmental Authority, the date hereof from Financial Accounting Standards Board, any central bank or other Governmental Authority any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law)) of any such authority or agency (a “Regulatory Change”): (i) that subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, including under Basel III (including, without limitation, in connection or on or with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, there shall be any increase in the cost respect to the Administrative AgentAdvances, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each changes the basis of which shall be an “Affected Party”) taxation 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) payments to any Affected Party hereunder)of any amounts payable under any Transaction Document (except for changes in the rate of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or (ii) that imposes, as modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the case may beaccount of an Affected Party, or there shall be credit extended by an Affected Party pursuant to a Transaction Document or (iii) that imposes any reduction in other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, under any other a Transaction Document or to require any Liquidity Agreementpayment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Lender (on behalf of the relevant Affected Party) or an Agent to the Borrower, with a copy to the Servicer, the Documentation Agent and the applicable Managing Agent, the Borrower shallshall pay, from time in accordance with the Priority of Payments, to timethe Paying Agent, after written demand by for payment to any applicable Lenders for the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail benefit of the basis for relevant Affected Party or to the applicable Agent, as the case may be, such demand), on behalf of amounts charged to such Affected Party, pay Party or such amounts to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to otherwise compensate such Affected Party for such increased costs cost or reduced payments within 10 days such reduction. For the avoidance of doubt, (A) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all Applicable Laws, principles, interpretations, administrations, requests or directives promulgated thereunder and (B) all Applicable Laws, principles, interpretations, administrations, requests or directives promulgated by the Bank for International Settlements, Basel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign Governmental Authorities or central banks or comparable agencies, in each case pursuant to Basel III, are deemed to have been adopted or changed after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication date hereof, regardless of amounts payable under Section 2.11 and shall not include any Excluded Taxesthe date the same were adopted or changed.

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 (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)Law, in each case whether foreign or domestic, including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, 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), including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunderA) or Xxxx-Xxxxx, there shall be any increase in the cost (other than Taxes) to the Administrative Agent, any Lender, Agent or any Lender Agent, any Liquidity Bank or any Affiliate, participant, 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)) or the imposition of any other condition in connection therewith, as the case may be, or (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, or under any other Transaction Document Document, (other than Taxes), or (C) any Liquidity AgreementAffected Party shall be subject to any Tax (other than (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (z) 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, 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 Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that payments. (b) If either (i) the amounts payable under this Section 2.10 shall be introduction of or any change following the date hereof in or in the interpretation, administration or application arising 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 duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.limitation, compliance by an