Common use of Increased Costs; Increased Capital Clause in Contracts

Increased Costs; Increased Capital. (a) If, after the date hereof due to either (i) the introduction of or any change in or to the interpretation of any law, rule or regulation by the governmental authority that promulgated or administers compliance with such law, rule or regulation (other than laws, rules or regulations with respect to income taxes or any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Requirements) or (ii) the compliance with any guideline or request from any central bank or other fiscal, monetary or governmental authority, rating agency or similar agency (whether or not having the force of law), and otherwise in connection with any Purchaser's asset-supported financing business, any reserve or deposit or similar requirement shall be imposed, modified or deemed applicable or, any basis of taxation shall be changed or any other condition shall be imposed, and as a result thereof, there shall be any increase in the cost to any Affected Person (whether incurred directly or indirectly) of making, funding, or maintaining the Invested Amount outstanding under, the VFC Certificates or in the cost to any Affected Person of agreeing to make, fund, or maintain any Invested Amount outstanding under, the VFC Certificates, then, in any such case, the Company shall from time to time, upon demand by any such Affected Person, by the submission of the certificate described below, pay to such Affected Person (as a third-party beneficiary, in the case of an Affected Person which is not a party hereto or an assignee thereof), additional amounts sufficient to compensate such Affected Person for such increased cost. In determining such amount, such Affected Person may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Person in determining amounts of this type. A certificate submitted to the Company and the Agent by the relevant Affected Person (or by the Agent on behalf of any Purchaser), setting forth in reasonable detail the calculation of the amount of such increased cost and describing the averaging and attribution methods used in determining such amount, shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs; Increased Capital. (a) If, after the date hereof If due to either (i) the introduction of or any change in or to after the interpretation of any law, rule or regulation by the governmental authority that promulgated or administers compliance with such law, rule or regulation date hereof (other than laws, rules or regulations with respect to income taxes or any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve RequirementsPercentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request received from any central bank or other fiscal, monetary or governmental authority, rating agency or similar agency authority after the date hereof (whether or not having the force of law), and otherwise in connection with any Purchaser's asset-supported financing business, any reserve or deposit or similar requirement shall be imposed, modified or deemed applicable or, any basis of taxation shall be changed or any other condition shall be imposed, and as a result thereof, there shall be any increase in the cost to any Affected Person (whether incurred directly Bank of agreeing to make or indirectly) of making, funding, or maintaining Eurodollar Rate Advances, then the Invested Amount outstanding under, the VFC Certificates or in the cost to any Affected Person of agreeing to make, fund, or maintain any Invested Amount outstanding under, the VFC Certificates, then, in any such case, the Company Borrower shall from time to time, upon demand by any such Affected Person, by Bank (with a copy of such demand to the submission of the certificate described belowAdministrative Agent), pay to the Administrative Agent for the account of such Affected Person (as a third-party beneficiary, in the case of an Affected Person which is not a party hereto or an assignee thereof), Bank additional amounts sufficient to compensate such Affected Person Bank for such increased cost. In determining Increased costs shall not include income, stamp, or other taxes, imposts, duties, charges, fees, deductions, or withholdings imposed, levied, collected, withheld, or assessed by the United States of America or any political subdivision or taxing authority thereof or therein (including Puerto Rico) or of the country in which any Bank's principal office or Applicable Lending Office may be located or any political subdivision or taxing authority thereof or therein. Each Bank agrees that, upon the occurrence of any event giving rise to a demand under this Section 2.11(a) with respect to the Eurodollar Lending Office of such amountBank, such Affected Person may use any reasonable averaging it will, if requested by the Borrower and attribution methodsto the extent permitted by law or the relevant governmental authority, endeavor in good faith and consistent with its internal policies to avoid or minimize the averaging and attribution methods generally used increase in costs resulting from such event by endeavoring to change its Eurodollar Lending Office; provided, however, that such Affected Person avoidance or minimization can be made in determining amounts of this typesuch a manner that such Bank, in its sole determination, suffers no economic, legal, or regulatory disadvantage. A certificate submitted as to the Company amount of and the Agent by the relevant Affected Person (or by the Agent on behalf of any Purchaser), setting forth specifying in reasonable detail the calculation of the amount of basis for such increased cost cost, submitted to the Borrower and describing the averaging and attribution methods used in determining Administrative Agent by such amountBank, shall constitute such demand and shall, in the absence of manifest error, be conclusive and binding for all purposes, absent manifest error.

Increased Costs; Increased Capital. (a) If, after the date hereof If due to either (i) the introduction of or any change in or to after the interpretation of any law, rule or regulation by the governmental authority that promulgated or administers compliance with such law, rule or regulation date hereof (other than laws, rules or regulations with respect to income taxes or any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve RequirementsPercentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request received from any central bank or other fiscal, monetary or governmental authority, rating agency or similar agency authority after the date hereof (whether or not having the force of law), and otherwise in connection with any Purchaser's asset-supported financing business, any reserve or deposit or similar requirement shall be imposed, modified or deemed applicable or, any basis of taxation shall be changed or any other condition shall be imposed, and as a result thereof, there shall be any increase in the cost to any Affected Person (whether incurred directly Bank of agreeing to make or indirectly) of making, funding, or maintaining Eurodollar Rate Advances or Acceptances, then the Invested Amount outstanding under, the VFC Certificates or in the cost to any Affected Person of agreeing to make, fund, or maintain any Invested Amount outstanding under, the VFC Certificates, then, in any such case, the Company applicable Borrower shall from time to time, upon demand by any such Affected Person, by Bank (with a copy of such demand to the submission of the certificate described belowAdministrative Agent), pay to the Administrative Agent for the account of such Affected Person (as a third-party beneficiary, in the case of an Affected Person which is not a party hereto or an assignee thereof), Bank additional amounts sufficient to compensate such Affected Person Bank for such increased cost. In determining Increased costs shall not include income, stamp, or other taxes, imposts, duties, charges, fees, deductions, or withholdings imposed, levied, collected, withheld, or assessed by the United States of America or Canada or any political subdivision or taxing authority thereof or therein (including Puerto Rico) or of the country in which any Bank's principal office or Applicable Lending Office may be located or any political subdivision or taxing authority thereof or therein. Each Bank agrees that, upon the occurrence of any event giving rise to a demand under this Section 2.10(a) with respect to the Eurodollar Lending Office of such amountBank, such Affected Person may use any reasonable averaging it will, if requested by the applicable Borrower and attribution methodsto the extent permitted by law or the relevant governmental authority, endeavor in good faith and consistent with its internal policies to avoid or minimize the averaging and attribution methods generally used increase in costs resulting from such event by endeavoring to change its Eurodollar Lending Office; provided, however, that such Affected Person avoidance or minimization can be made in determining amounts of this typesuch a manner that such Bank, in its sole determination, suffers no economic, legal, or regulatory disadvantage. A certificate as to the amount of and specifying in reasonable detail the basis for such increased cost, submitted to the Company and the Administrative Agent by the relevant Affected Person (or by the Agent on behalf of any Purchaser), setting forth in reasonable detail the calculation of the amount of such increased cost and describing the averaging and attribution methods used in determining such amountBank, shall constitute such demand and shall, in the absence of manifest error, be conclusive and binding for all purposes, absent manifest error.

Increased Costs; Increased Capital. (a) If, after the date hereof due to either (i) the introduction after the date hereof of or any change in or to after the interpretation of any law, rule or regulation by the governmental authority that promulgated or administers compliance with such law, rule or regulation date hereof (other than laws, rules or regulations with respect to income taxes or any change by way of imposition or increase of reserve requirements requirements, in the case of Adjusted CD Rate Advances, included in the determination or administration of the Domestic Reserve Percentage for such Advances or, in the case of Eurodollar Rate Advances, included in the determination of the Eurodollar Rate Reserve RequirementsPercentage for such Advances) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request received from any central bank or other fiscal, monetary or governmental authority, rating agency or similar agency authority after the date hereof (whether or not having the force of law), and otherwise in connection with any Purchaser's asset-supported financing business, any reserve or deposit or similar requirement shall be imposed, modified or deemed applicable or, any basis of taxation shall be changed or any other condition shall be imposed, and as a result thereof, there shall be any increase in the cost to any Affected Person (whether incurred directly or indirectly) of making, funding, or maintaining the Invested Amount outstanding under, the VFC Certificates or in the cost to any Affected Person Bank of agreeing to makemake or making, fundfunding or maintaining Adjusted CD Rate Advances or Eurodollar Rate Advances, or maintain any Invested Amount outstanding under, then the VFC Certificates, then, in any such case, the Company Borrower shall from time to time, upon demand by any such Affected Person, by Bank (with a copy of such demand to the submission of the certificate described belowAdministrative Agent), pay to the Administrative Agent for the account of such Affected Person (as a third-party beneficiary, in the case of an Affected Person which is not a party hereto or an assignee thereof), Bank additional amounts sufficient to compensate such Affected Person Bank for such increased cost. In determining Increased costs shall not include income, stamp or other taxes, imposts, duties, charges, fees, deductions or withholdings imposed, levied, collected, withheld or assessed by the United States of America or any political subdivision or taxing authority thereof or therein (including Puerto Rico) or of the country in which any Bank’s principal office or Applicable Lending Office may be located or any political subdivision or taxing authority thereof or therein. Each Bank agrees that, upon the occurrence of any event giving rise to a demand under this subsection 2.11(a) with respect to the Eurodollar Lending Office or the CD Lending Office of such amountBank, such Affected Person may use any reasonable averaging it will, if requested by the Borrower and attribution methodsto the extent permitted by law or the relevant governmental authority, endeavor in good faith and consistent with its internal policies to avoid or minimize the averaging and attribution methods generally used increase in costs resulting from such event by endeavoring to change its Eurodollar Lending Office or CD Lending Office, as appropriate; provided that such Affected Person avoidance or minimization can be made in determining amounts of this typesuch a manner that such Bank, in its sole determination, suffers no economic, legal or regulatory disadvantage. A certificate submitted as to the Company amount of and the Agent by the relevant Affected Person (or by the Agent on behalf of any Purchaser), setting forth specifying in reasonable detail the calculation of the amount of basis for such increased cost cost, submitted to the Borrower and describing the averaging and attribution methods used in determining Administrative Agent by such amountBank, shall constitute such demand and shall, in the absence of manifest error, be conclusive and binding for all purposes. Notwithstanding anything in this Agreement to the contrary, absent manifest errorfor all purposes of this Subsection 2.11(a), (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted or adopted and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to “Basel III”, are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted or adopted.

Increased Costs; Increased Capital. (a) If, after the date hereof If due to either (i) the introduction of or any change in or to after the interpretation of any law, rule or regulation by the governmental authority that promulgated or administers compliance with such law, rule or regulation date hereof (other than laws, rules or regulations with respect to income taxes or any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve RequirementsPercentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request received from any central bank or other fiscal, monetary or governmental authority, rating agency or similar agency authority after the date hereof (whether or not having the force of law), and otherwise in connection with any Purchaser's asset-supported financing business, any reserve or deposit or similar requirement shall be imposed, modified or deemed applicable or, any basis of taxation shall be changed or any other condition shall be imposed, and as a result thereof, there shall be any increase in the cost to any Affected Person (whether incurred directly Bank of agreeing to make or indirectly) of making, funding, or maintaining Eurodollar Rate Advances, then the Invested Amount outstanding under, the VFC Certificates or in the cost to any Affected Person of agreeing to make, fund, or maintain any Invested Amount outstanding under, the VFC Certificates, then, in any such case, the Company Borrower shall from time to time, upon demand by any such Affected Person, by Bank (with a copy of such demand to the submission of the certificate described belowAdministrative Agent), pay to the Administrative Agent for the account of such Affected Person (as a third-party beneficiary, in the case of an Affected Person which is not a party hereto or an assignee thereof), Bank additional amounts sufficient to compensate such Affected Person Bank for such increased cost. In determining Increased costs shall not include income, stamp, or other taxes, imposts, duties, charges, fees, deductions, or withholdings imposed, levied, collected, withheld, or assessed by the United States of America or any political subdivision or taxing authority thereof or therein (including Puerto Rico) or of the country in which any Bank's principal office or Applicable Lending Office may be located or any political subdivision or taxing authority thereof or therein. Each Bank agrees that, upon the occurrence of any event giving rise to a demand under this Section 2.10(a) with respect to the Eurodollar Lending Office of such amountBank, such Affected Person may use any reasonable averaging it will, if requested by the Borrower and attribution methodsto the extent permitted by law or the relevant governmental authority, endeavor in good faith and consistent with its internal policies to avoid or minimize the averaging and attribution methods generally used increase in costs resulting from such event by endeavoring to change its Eurodollar Lending Office; provided, however, that such Affected Person avoidance or minimization can be made in determining amounts of this typesuch a manner that such Bank, in its sole determination, suffers no economic, legal, or regulatory disadvantage. A certificate submitted as to the Company amount of and the Agent by the relevant Affected Person (or by the Agent on behalf of any Purchaser), setting forth specifying in reasonable detail the calculation of the amount of basis for such increased cost and describing the averaging and attribution methods used in determining such amountcost, shall be conclusive and binding for all purposes, absent manifest error.submitted to the

Increased Costs; Increased Capital. (a) If, after the date hereof If due to either (i) the introduction of or any change in or to after the interpretation of any law, rule or regulation by the governmental authority that promulgated or administers compliance with such law, rule or regulation date hereof (other than laws, rules or regulations with respect to income taxes or any change by way of imposition or increase of reserve requirements requirements, in the case of Adjusted CD Rate Advances, included in the Domestic Reserve Percentage or, in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve RequirementsPercentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request received from any central bank or other fiscal, monetary or governmental authority, rating agency or similar agency authority after the date hereof (whether or not having the force of law), and otherwise in connection with any Purchaser's asset-supported financing business, any reserve or deposit or similar requirement shall be imposed, modified or deemed applicable or, any basis of taxation shall be changed or any other condition shall be imposed, and as a result thereof, there shall be any increase in the cost to any Affected Person (whether incurred directly Bank of agreeing to make or indirectly) of making, funding, or maintaining Adjusted CD Rate Advances or Eurodollar Rate Advances, then the Invested Amount outstanding under, the VFC Certificates or in the cost to any Affected Person of agreeing to make, fund, or maintain any Invested Amount outstanding under, the VFC Certificates, then, in any such case, the Company Borrower shall from time to time, upon demand by any such Affected Person, by Bank (with a copy of such demand to the submission of the certificate described belowAdministrative Agent), pay to the Administrative Agent for the account of such Affected Person (as a third-party beneficiary, in the case of an Affected Person which is not a party hereto or an assignee thereof), Bank additional amounts sufficient to compensate such Affected Person Bank for such increased cost. In determining Increased costs shall not include income, stamp, or other taxes, imposts, duties, charges, fees, deductions, or withholdings imposed, levied, collected, withheld, or assessed by the United States of America or any political subdivision or taxing authority thereof or therein (including Puerto Rico) or of the country in which any Bank's principal office or Applicable Lending office may be located or any political subdivision or taxing authority thereof or therein. Each Bank agrees that, upon the occurrence of any event giving rise to a demand under this Section 2.11(a) with respect to the Eurodollar Lending Office or the CD Lending Office of such amountBank, such Affected Person may use any reasonable averaging it will, if requested by the Borrower and attribution methodsto the extent permitted by law or the relevant governmental authority, endeavor in good faith and consistent with its internal policies to avoid or minimize the averaging and attribution methods generally used increase in costs resulting from such event by endeavoring to change its Eurodollar Lending Office or CD Lending Office, as appropriate; provided, however, that such Affected Person avoidance or minimization can be made in determining amounts of this typesuch a manner that such Bank, in its sole determination, suffers no economic, legal, or regulatory disadvantage. A certificate submitted as to the Company amount of and the Agent by the relevant Affected Person (or by the Agent on behalf of any Purchaser), setting forth specifying in reasonable detail the calculation of the amount of basis for such increased cost cost, submitted to the Borrower and describing the averaging and attribution methods used in determining Administrative Agent by such amountBank, shall constitute such demand and shall, in the absence of manifest error, be conclusive and binding for all purposes, absent manifest error.

Increased Costs; Increased Capital. (a) If, after the date hereof due to either (i) the introduction after the date hereof of or any change in or to after the interpretation of any law, rule or regulation by the governmental authority that promulgated or administers compliance with such law, rule or regulation date hereof (other than laws, rules or regulations with respect to income taxes or any change by way of imposition or increase of reserve requirements requirements, in the case of Adjusted CD Rate Advances, included in the determination or administration of the Domestic Reserve Percentage for such Advances or, in the case of Eurodollar Rate Advances, included in the determination of the Eurodollar Rate Reserve RequirementsPercentage for such Advances) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request received from any central bank or other fiscal, monetary or governmental authority, rating agency or similar agency authority after the date hereof (whether or not having the force of law), and otherwise in connection with any Purchaser's asset-supported financing business, any reserve or deposit or similar requirement shall be imposed, modified or deemed applicable or, any basis of taxation shall be changed or any other condition shall be imposed, and as a result thereof, there shall be any increase in the cost to any Affected Person (whether incurred directly or indirectly) of making, funding, or maintaining the Invested Amount outstanding under, the VFC Certificates or in the cost to any Affected Person Bank of agreeing to makemake or making, fundfunding or maintaining Adjusted CD Rate Advances or Eurodollar Rate Advances, or maintain any Invested Amount outstanding under, then the VFC Certificates, then, in any such case, the Company Borrower shall from time to time, upon demand by any such Affected Person, by Bank (with a copy of such demand to the submission of the certificate described belowAdministrative Agent), pay to the Administrative Agent for the account of such Affected Person (as a third-party beneficiary, in the case of an Affected Person which is not a party hereto or an assignee thereof), Bank additional amounts sufficient to compensate such Affected Person Bank for such increased cost. In determining Increased costs shall not include income, stamp or other taxes, imposts, duties, charges, fees, deductions or withholdings imposed, levied, collected, withheld or assessed by the United States of America or any political subdivision or taxing authority thereof or therein (including Puerto Rico) or of the country in which any Bank’s principal office or Applicable Lending Office may be located or any political subdivision or taxing authority thereof or therein. Each Bank agrees that, upon the occurrence of any event giving rise to a demand under this subsection 2.11(a) with respect to the Eurodollar Lending Office or the CD Lending Office of such amountBank, such Affected Person may use any reasonable averaging it will, if requested by the Borrower and attribution methodsto the extent permitted by law or the relevant governmental authority, endeavor in good faith and consistent with its internal policies to avoid or minimize the averaging and attribution methods generally used increase in costs resulting from such event by endeavoring to change its Eurodollar Lending Office or CD Lending Office, as appropriate; provided that such Affected Person avoidance or minimization can be made in determining amounts of this typesuch a manner that such Bank, in its sole determination, suffers no economic, legal or regulatory disadvantage. A certificate submitted as to the Company amount of and the Agent by the relevant Affected Person (or by the Agent on behalf of any Purchaser), setting forth specifying in reasonable detail the calculation of the amount of basis for such increased cost cost, submitted to the Borrower and describing the averaging and attribution methods used in determining Administrative Agent by such amountBank, shall constitute such demand and shall, in the absence of manifest error, be conclusive and binding for all purposes. Notwithstanding anything in this Agreement to the contrary, absent manifest errorfor all purposes of this Subsection 2.11(a), (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted or adopted and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to “Basel III”, are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted or adopted.

Increased Costs; Increased Capital. (a) If, after the date hereof If due to either (i) the introduction of or any change in or to after the interpretation of any law, rule or regulation by the governmental authority that promulgated or administers compliance with such law, rule or regulation date hereof (other than laws, rules or regulations with respect to income taxes or any change by way of imposition or increase of reserve requirements requirements, in the case of Adjusted CD Rate Advances, included in the Domestic Reserve Percentage or, in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve RequirementsPercentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request received from any central bank or other fiscal, monetary or governmental authority, rating agency or similar agency authority after the date hereof (whether or not having the force of law), and otherwise in connection with any Purchaser's asset-supported financing business, any reserve or deposit or similar requirement shall be imposed, modified or deemed applicable or, any basis of taxation shall be changed or any other condition shall be imposed, and as a result thereof, there shall be any increase in the cost to any Affected Person (whether incurred directly Bank of agreeing to make or indirectly) of making, funding, or maintaining Adjusted CD Rate Advances or Eurodollar Rate Advances, then the Invested Amount outstanding under, the VFC Certificates or in the cost to any Affected Person of agreeing to make, fund, or maintain any Invested Amount outstanding under, the VFC Certificates, then, in any such case, the Company Borrower shall from time to time, upon demand by any such Affected Person, by Bank (with a copy of such demand to the submission of the certificate described belowAdministrative Agent), pay to the Administrative Agent for the account of such Affected Person (as a third-party beneficiary, in the case of an Affected Person which is not a party hereto or an assignee thereof), Bank additional amounts sufficient to compensate such Affected Person Bank for such increased cost. In determining Increased costs shall not include income, stamp, or other taxes, imposts, duties, charges, fees, deductions, or withholdings imposed, levied, collected, withheld, or assessed by the United States of America or any political subdivision or taxing authority thereof or therein (including Puerto Rico) or of the country in which any Bank's principal office or Applicable Lending office may be located or any political subdivision or taxing authority thereof or therein. Each Bank agrees that, upon the occurrence of any event giving rise to a demand under this SECTION 2.10(A) with respect to the Eurodollar Lending Office or the CD Lending Office of such amountBank, such Affected Person may use any reasonable averaging it will, if requested by the Borrower and attribution methodsto the extent permitted by law or the relevant governmental authority, endeavor in good faith and consistent with its internal policies to avoid or minimize the averaging and attribution methods generally used increase in costs resulting from such event by such Affected Person in determining amounts of this type. A certificate submitted endeavoring to the Company and the Agent by the relevant Affected Person (change its Eurodollar Lending Office or by the Agent on behalf of any Purchaser)CD Lending Office, setting forth in reasonable detail the calculation of the amount of such increased cost and describing the averaging and attribution methods used in determining such amountas appropriate; provided, shall be conclusive and binding for all purposeshowever, absent manifest error.that