Common use of Increased or Reduced Costs, etc Clause in Contracts

Increased or Reduced Costs, etc. The Issuer agrees to reimburse (a) each Class A Affected Person for any increase in the cost of, or any reduction in the amount of any sum receivable by any such Class A Affected Person in respect of making, continuing or maintaining (or of its obligation to make, continue or maintain) any Class A Advances as, or of converting (or of its obligation to convert) any Class A Advances into, the Class A Reference Rate Tranche that arise in connection with any Changes in Law and (b) each Class B Affected Person for any increase in the cost of, or any reduction in the amount of any sum receivable by any such Class B Affected Person in respect of making, continuing or maintaining (or of its obligation to make, continue or maintain) any Class B Advances as, or of converting (or of its obligation to convert) any Class B Advances into, the Class B Reference Rate Tranche that arise in connection with any Changes in Law, except for any such Changes in Law with respect to increased capital costs and Taxes, which shall be governed by Sub-Clauses 3.7 (Increased Capital Costs) and 3.8 (Taxes), respectively. Each such demand shall be provided to the related Class A Funding Agent or Class B Funding Agent (as applicable) and the Issuer in writing and shall state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Class A Affected Person or Class B Affected Person (as applicable) for such increased cost or reduced amount or return. Such additional amounts shall be payable by the Issuer to such Class A Funding Agent or Class B Funding Agent (as applicable) and by such Class A Funding Agent or Class B Funding Agent (as applicable) directly to such Class A Affected Person or Class B Affected Person (as applicable) on the Payment Date immediately following the Issuer’s receipt of such notice, and such notice, in the absence of manifest error, shall be conclusive and binding on the Issuer.

Increased or Reduced Costs, etc. The Issuer HVF II agrees to reimburse (a) each Class A Affected Person for any increase in the cost of, or any reduction in the amount of any sum receivable by any such Class A Affected Person in respect of making, continuing or maintaining (or of its obligation to make, continue or maintain) any Class A Advances as, or of converting (or of its obligation to convert) any Class A Advances into, the Class A Reference Rate Eurodollar Tranche that arise in connection with any Changes in Law and (b) each Class B Affected Person for any increase in the cost of, or any reduction in the amount of any sum receivable by any such Class B Affected Person in respect of making, continuing or maintaining (or of its obligation to make, continue or maintain) any Class B Advances as, or of converting (or of its obligation to convert) any Class B Advances into, the Class B Reference Rate Eurodollar Tranche that arise in connection with any Changes in Law, except except, with respect to either of the foregoing clauses (a) or (b), for any such Changes in Law with respect to increased capital costs and Taxestaxes, which shall be governed by Sub-Clauses Sections 3.7 (Increased Capital Costs) and 3.8 (Taxes)3.8, respectively. Each such demand shall be provided to the related Class A Funding Agent or Class B Funding Agent (as applicable) and the Issuer HVF II in writing and shall state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Class A Affected Person or Class B Affected Person (as applicable) for such increased cost or reduced amount or return. Such additional amounts shall be payable by the Issuer HVF II to such Class A Funding Agent or Class B Funding Agent (as applicable) and by such Class A Funding Agent or Class B Funding Agent (as applicable) directly to such Class A Affected Person or Class B Affected Person (as applicable) on the Payment Date immediately following the IssuerHVF II’s receipt of such notice, and such notice, in the absence of manifest error, shall be conclusive and binding on the IssuerHVF II.

Increased or Reduced Costs, etc. The Issuer HVF II agrees to reimburse (a) each Class A Affected Person for any increase in the cost of, or any reduction in the amount of any sum receivable by any such Class A Affected Person in respect of making, continuing or maintaining (or of its obligation to make, continue or maintain) any Class A Advances as, or of converting (or of its obligation to convert) any Class A Advances into, the Class A Reference Rate Eurodollar Tranche that arise in connection with any Changes in Law and Law, (b) each Class B Affected Person for any increase in the cost of, or any reduction in the amount of any sum receivable by any such Class B Affected Person in respect of making, continuing or maintaining (or of its obligation to make, continue or maintain) any Class B Advances as, or of converting (or of its obligation to convert) any Class B Advances into, the Class B Reference Rate Eurodollar Tranche that arise in connection with any Changes in Law, except (c) each Class C Affected Person for any increase in the cost of, or any reduction in the amount of any sum receivable by any such Class C Affected Person in respect of making, continuing or maintaining (or of its obligation to make, continue or maintain) any Class C Advances as, or of converting (or of its obligation to convert) any Class C Advances into, the Class C Eurodollar Tranche that arise in connection with any Changes in Law and (d) each Class D Affected Person for any increase in the cost of, or any reduction in the amount of any sum receivable by any such Class D Affected Person in respect of making, continuing or maintaining (or of its obligation to make, continue or maintain) any Class D Advances as, or of converting (or of its obligation to convert) any Class D Advances into, the Class D Eurodollar Tranche that arise in connection with any Changes in Law, except, with respect to any of the foregoing clauses (a), (b), (c) or (d), for any such Changes in Law with respect to increased capital costs and Taxestaxes, which shall be governed by Sub-Clauses Sections 3.7 (Increased Capital Costs) and 3.8 (Taxes)3.8, respectively. Each such demand shall be provided to the related Class A Funding Agent or Class B Funding Agent (as applicable) and the Issuer HVF II in writing and shall state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Class A Affected Person or Class B Affected Person (as applicable) for such increased cost or reduced amount or return. Such additional amounts shall be payable by the Issuer HVF II to such Class A Funding Agent or Class B Funding Agent (as applicable) and by such Class A Funding Agent or Class B Funding Agent (as applicable) directly to such Class A Affected Person or Class B Affected Person (as applicable) on the Payment Date immediately following the IssuerHVF II’s receipt of such notice, and such notice, in the absence of manifest error, shall be conclusive and binding on the IssuerHVF II.

Increased or Reduced Costs, etc. The Issuer ZVF agrees to reimburse each Conduit Investor and each Committed Note Purchaser and any Program Support Provider (aeach, an “Affected Person”) each Class A Affected Person for any increase in the cost of, or any reduction in the amount of any sum receivable by any such Class A Affected Person (including reductions in the rate of return on such Affected Person’s capital) in respect of making, continuing or maintaining (or of its obligation to make, continue or maintain) any Class A Advances as, or of converting (or of its obligation to convert) any Class A Advances into, the Class A Reference Rate Tranche that arise in connection with any Changes in Law and (b) each Class B Affected Person for any increase in the cost of, or any reduction in the amount Series 0000-0 Xxxxxxxxxx Xxxxxxx of any sum receivable by any such Class B Affected Person in respect of making, continuing or maintaining (or of its obligation to make, continue or maintain) any Class B Advances as, or of converting (or of its obligation to convert) any Class B Advances into, the Class B Reference Rate Tranche Advance that arise in connection with any Changes in Law, except for any such Changes in Law with respect to increased capital costs and Taxes, taxes which shall be are governed by Sub-Clauses 3.7 (Increased Capital Costs) Sections 3.07 and 3.8 (Taxes)3.08, respectively. Each such demand shall be provided to the related Class A Funding Agent or Class B Funding Agent (as applicable) and the Issuer ZVF in writing and shall state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Class A Affected Person or Class B Affected Person (as applicable) for such increased cost or reduced amount or return. Such additional amounts shall be payable by the Issuer ZVF to such Class A Funding Agent or Class B Funding Agent (as applicable) and by such Class A Funding Agent or Class B Funding Agent (as applicable) directly to such Class A Affected Person or Class B Affected Person within five (as applicable5) on the Payment Date immediately following the IssuerBusiness Days of ZVF’s receipt of such notice, and such noticenotice shall, in the absence of manifest error, shall be conclusive and binding on ZVF. ZVF shall not be under any obligation to compensate any Affected Person under this Section 3.05 with respect to any such increased costs or reduced amount or return that arose during any period prior to the Issuerdate that is 270 days prior to such Affected Person’s notice being delivered to ZVF, except that the foregoing limitation shall not apply to any increased costs or reduced amount or return arising out of the retroactive application of any Change in Law within such 270-day period. Each Affected Person shall use commercially reasonable efforts (to the extent not inconsistent with its internal policies) to mitigate the amounts payable to it by ZVF pursuant to this Section 3.05; provided, that no Affected Party shall be obligated to take any action that it determines in its sole discretion would be disadvantageous to it.

Increased or Reduced Costs, etc. The Issuer HVF II agrees to reimburse (a) each Class A Affected Person for any increase in the cost of, or any reduction in the amount of any sum receivable by any such Class A Affected Person in respect of making, continuing or maintaining (or of its obligation to make, continue or maintain) any Class A Advances as, or of converting (or of its obligation to convert) any Class A Advances into, the Class A Reference Rate Eurodollar Tranche that arise in connection with any Changes in Law and (b) each Class B Affected Person for any increase in the cost of, or any reduction in the amount of any sum receivable by any such Class B Affected Person in respect of making, continuing or maintaining (or of its obligation to make, continue or maintain) any Class B Advances as, or of converting (or of its obligation to convert) any Class B Advances into, the Class B Reference Rate Eurodollar Tranche that arise in connection with any Changes in Law, except except, with respect to either of the foregoing clauses (a) or (b), for any such Changes in Law with respect to increased capital costs and Taxestaxes, which shall be governed by Sub-Clauses Sections 3.7 (Increased Capital Costs) and 3.8 (Taxes)3.8, respectively. Each such demand shall be provided to the related Class A Funding Agent or Class B Funding Agent (as applicable) and the Issuer HVF II in writing and shall state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Class A Affected Person or Class B Affected Person (as applicable) for such increased cost or reduced amount or return. Such additional amounts shall be payable by the Issuer HVF II to such Class A Funding Agent or Class B Funding Agent (as applicable) and by such Class A Funding Agent or Class B Funding Agent (as applicable) directly to such Class A Affected Person or Class B Affected Person (as applicable) on the WEIL:\96021878\3\52399.0016 Payment Date immediately following the IssuerHVF II’s receipt of such notice, and such notice, in the absence of manifest error, shall be conclusive and binding on the IssuerHVF II.

Increased or Reduced Costs, etc. The Issuer HVF II agrees to reimburse (a) each Class A Affected Person for any increase in the cost of, or any reduction in the amount of any sum receivable by any such Class A Affected Person in respect of making, continuing or maintaining (or of its obligation to make, continue or maintain) any Class A Advances as, or of converting (or of its obligation to convert) any Class A Advances into, the Class A Reference Rate Eurodollar Tranche that arise in connection with any Changes in Law and (b) each Class B Affected Person for any increase in the cost of, or any reduction in the amount of any sum receivable by any such Class B Affected Person in respect of making, continuing or maintaining (or of its obligation to make, continue or maintain) any Class B Advances as, or of converting (or of its obligation to convert) any Class B Advances into, the Class B Reference Rate Eurodollar Tranche that arise in connection with any Changes in Law, except except, with respect to either of the foregoing clauses (a) or (b), for any such Changes in Law with respect to increased capital costs and Taxestaxes, which shall be governed by Sub-Clauses Sections 3.7 (Increased Capital Costs) and 3.8 (Taxes)3.8, respectively. Each such demand shall be provided to the related Class A Funding Agent or Class B Funding Agent (as applicable) and the Issuer HVF II in writing and shall state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Class A Affected Person or Class B Affected Person (as applicable) for such increased cost or reduced amount or return. Such additional amounts shall be payable by the Issuer HVF II to such Class A Funding Agent or Class B Funding Agent (as applicable) and by such Class A Funding Agent or Class B Funding Agent (as applicable) directly to such Class A Affected Person or Class B Affected Person (as applicable) on the 44 WEIL:\95470638\23\52399.0041 Payment Date immediately following the IssuerHVF II’s receipt of such notice, and such notice, in the absence of manifest error, shall be conclusive and binding on the IssuerHVF II.