Common use of Interest Protection Clause in Contracts

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or (ii) the compliance by any Lender or any Liquidity Provider with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost to such Lender or such Liquidity Provider of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Agreement or similar liquidity facility. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or related Liquidity Provider in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Liquidity Provider will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity Provider, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In determining the amount of such compensation, such Lender may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider (or such party’s related Managing Agent) shall submit to the Borrower a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensation.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, including any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Rate or the CP LIBOR Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Rate or the CP LIBOR Rate funded by it or Interest received by it, or (3) an Affected Party shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower Borrowers shall, from time to time, within thirty (30) days after demand by the related Managing AgentLender or other Affected Party, pay such Managing Agent Lender or Affected Party for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which which, subject to the requirements of this Section 2.09, such Managing Agent Lender reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at portion or all of the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Agreement or similar liquidity facilityLoan. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or related Liquidity Provider in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Liquidity Provider Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity ProviderAffected Party, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In determining the amount of such compensation, such Lender may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider (or such party’s related Managing Agent) Affected Party shall submit to the Borrower Representative a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent Lender to demand compensation pursuant to Section 2.11(a2.09(a) shall not constitute a waiver of such Managing AgentLender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section 2.09 for any increased capital unless such Managing Agent gives notice costs or payments incurred more than 120 days prior to the Borrower and the Program Agent to compensate date that such Lender notifies the Borrower Representative of circumstances under subclauses (a)(i) or Liquidity Provider pursuant (ii) above giving rise to this Section within 180 days after such increased costs or payments; provided further that, if the date circumstances under subclauses (a)(i) or (ii) above giving rise to such Managing Agent knows an event has occurred pursuant increased costs or payments are retroactive, then the 120-day period referred to which such Lender or Liquidity Provider will seek such compensationabove shall be extended to include the period of retroactive effect thereof.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or (ii) the compliance by any Lender or any Liquidity Provider with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost to such Lender or such Liquidity Provider of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Agreement or similar liquidity facility. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or related Liquidity Provider in its Lender Group to compensation pursuant to Section 2.11(a2.10(a). Each Lender or Liquidity Provider will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity Provider, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In determining the amount of such compensation, such Lender may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider (or such party’s related Managing Agent) shall submit to the Borrower a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.10(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensation.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, including any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof Amendment No. 4 Effective Date, or (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereofAmendment No. 4 Effective Date, (1) there shall be an increase in the cost (other than Taxes) to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by itit or (3) any Affected Party shall be subjected to any Taxes (other than Indemnified Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which which, subject to the requirements of Section 2.09, such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Agreement or similar liquidity facility. (b) Each Managing Agent will promptly notify the Borrower and the Program Administrative Agent of any event of which it has knowledge, occurring after the date hereofAmendment No. 4 Effective Date, which will entitle any Lender or related Liquidity Provider Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.09(a). Each Lender or Liquidity Provider Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity ProviderAffected Party, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In determining the amount of such compensation, such Lender may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.09(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Administrative Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 180 120 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensation.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or (ii) the compliance by any the Lender or any Liquidity Provider the Lender with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost to such the Lender or such Liquidity Provider of funding or maintaining any Revolving Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such the Lender or such Liquidity Provider shall be required to make a payment calculated by reference to any Revolving Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing AgentLender, pay such Managing Agent for the account of such Lender or such Liquidity Provider (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders)Lender, that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Agent the Lender reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Revolving Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Agreement or similar liquidity facilityhereunder. (b) Each Managing Agent The Lender will promptly notify the Borrower and the Program Agent Lender of any event of which it has knowledge, occurring after the date hereof, which will entitle any the Lender or related Liquidity Provider in its Lender Group to compensation pursuant to Section 2.11(a). Each The Lender or Liquidity Provider will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity Providerthe Lender, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In determining the amount of such compensation, such the Lender may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider (or such party’s related Managing Agent) shall submit to the Borrower a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent the Lender to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agentthe Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate any the Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent the Lender gives notice to the Borrower and the Program Agent Lender to compensate such the Lender or Liquidity Provider pursuant to this Section within 180 days after the date such Managing Agent the Lender knows an event has occurred pursuant to which such the Lender or Liquidity Provider will seek such compensation.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or hereof, (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, or (iii) or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic); (1) there shall be an increase in the cost to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty five (305) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Asset Purchase Agreement or similar liquidity facility. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or related Liquidity Provider Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.10(a). Each Lender or Liquidity Provider Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity ProviderAffected Party, be otherwise disadvantageous to it or inconsistent with its internal policies and proceduresit. In determining the amount of such compensation, such Lender Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on If less than all Lenders claim reimbursement from the part of any Managing Agent to demand compensation Borrower pursuant to Section 2.11(a2.10(a), each such Lender claiming reimbursement shall be obligated, at the request of the Borrower, to assign all of its rights and obligations hereunder to (i) shall not constitute a waiver the Lenders of its Lender Group hereunder that are willing to accept such rights and obligations or (ii) another financial institution nominated by the Borrower which is reasonably acceptable to the other Lenders in such Lender Group and is willing to participate in this Agreement through the Scheduled Termination Date in place of such Managing Agent’s right Lender; provided, that (x) the Lender claiming reimbursement receives payment in full, pursuant to demand such compensation; provided that an Assignment and Acceptance, of an amount equal to the aggregate outstanding principal balance of all Loans and all other accrued an unpaid Borrower Obligations owing to it and (ii) the replacement Committed Lender proposed by the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this otherwise satisfies the requirements of Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensation10.03(b).

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or hereof, (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, or (iii) any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic); (1) there shall be an increase in the cost to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty on the next Settlement Date which is at least five (305) days Business Days after demand by receipt of the related Managing Agentcertificate described in Section 2.11(b), pay such Managing Administrative Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Administrative Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Asset Purchase Agreement or similar liquidity facility. (b) Each Managing Administrative Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or related Liquidity Provider Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Liquidity Provider Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity ProviderAffected Party, be otherwise disadvantageous to it or inconsistent with its internal policies and proceduresit. In determining the amount of such compensation, such Lender Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider Affected Party (or such party’s 's related Managing Administrative Agent) shall submit to the Borrower a certificate describing in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be mademade (including the calculation thereof), which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensation.

Interest Protection. (a) If due to either: (i) the introduction of any Change in Law or any change (including, without limitation, including any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Term SOFR Rate (or at a rate based upon the CP Rate then-applicable Benchmark) hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Term SOFR Rate (or at a rate based upon the CP Rate then-applicable Benchmark) funded by it or Interest received by it, or (3) an Affected Party shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower Borrowers shall, from time to time, within thirty five (305) days Business Days after written demand by the related Managing AgentLender or other Affected Party, pay such Managing Agent Lender or Affected Party for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which which, subject to the requirements of this Section 2.10, such Managing Agent Lender reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at portion or all of the Adjusted LIBO Rate or Loans; provided, however, that the CP Rate hereunder or pursuant Borrowers shall only be required to pay any Liquidity Agreement or similar liquidity facilitysuch amounts to such Lender if such Lender is imposing such costs generally on similarly situated borrowers. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or related Liquidity Provider in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Liquidity Provider Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity ProviderAffected Party, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In determining the amount of such compensation, such Lender may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider (or such party’s related Managing Agent) Affected Party shall submit to the Borrower Representative a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent Lender to demand compensation pursuant to Section 2.11(a2.10(a) shall not constitute a waiver of such Managing AgentLender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section 2.10 for any increased capital unless such Managing Agent gives notice costs or payments incurred more than 180 days prior to the Borrower and the Program Agent to compensate date that such Lender notifies the Borrower Representative of circumstances under subclauses (a)(i) or Liquidity Provider pursuant (ii) above giving rise to this Section within 180 days after such increased costs or payments; provided further that, if the date circumstances under subclauses (a)(i) or (ii) above giving rise to such Managing Agent knows an event has occurred pursuant increased costs or payments are retroactive, then the 180-day period referred to which such Lender or Liquidity Provider will seek such compensationabove shall be extended to include the period of retroactive effect thereof.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or ), (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law), or (iii) imposed after or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the date hereof, establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic); (1) there shall be an increase in the cost to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty five (305) days Business Days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Asset Purchase Agreement or similar liquidity facility. (b) Each Managing Agent will promptly notify the Borrower and the Program Administrative Agent of any event of which it has knowledge, occurring after the date hereof, knowledge which will entitle any Lender or related Liquidity Provider Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.10(a). Each Lender or Liquidity Provider Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity ProviderAffected Party, be otherwise disadvantageous to it or inconsistent conflict with its internal policies and or procedures. In determining the amount of such compensation, such Lender Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be mademade and generally describing the methodology used in determining such amounts, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensation.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, including any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof hereofAmendment No. 4 Effective Date, or (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereofhereofAmendment No. 4 Effective Date, (1) there shall be an increase in the cost (other than Taxes) to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by itit or (3) any Affected Party shall be subjected to any Taxes (other than Indemnified Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which which, subject to the requirements of Section 2.09, such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Agreement or similar liquidity facility. (b) Each Managing Agent will promptly notify the Borrower and the Program Administrative Agent of any event of which it has knowledge, occurring after the date hereofhereofAmendment No. 4 Effective Date, which will entitle any Lender or related Liquidity Provider Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.09(a). Each Lender or Liquidity Provider Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity ProviderAffected Party, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In determining the amount of such compensation, such Lender may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.09(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Administrative Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 180 120 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensation.

Interest Protection. (ai) If due to either: (ia) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or (iib) the compliance by any Lender or any Liquidity Provider with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost to such Lender or such Liquidity Provider of funding or maintaining any Loan Advance which accrues Interest at interest based upon the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereofthereof which such Lender deems to be material, or (2) such Lender or such Liquidity Provider shall be required to make a payment calculated by reference to any Loan Advance which accrues Interest interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan Advance which accrues Interest at interest based upon the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Asset Purchase Agreement or similar liquidity facility. (bii) Each Managing Agent will promptly notify the Borrower and the Program Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or related Liquidity Provider in its Lender Group to compensation pursuant to Section 2.11(a2.09(a)(i). Each Lender or Liquidity Provider will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity Provider, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In determining the amount of such compensation, such Lender may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider (or such party’s related Managing Agent) shall submit to the Borrower a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensation.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or ), (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law), or (iii) imposed after or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the date hereof, establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic); (1) there shall be an increase in the cost to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan Tranche which accrues Interest at the Adjusted LIBO LIBOSOFR Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan Tranche which accrues Interest at the Adjusted LIBO LIBOSOFR Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty five (305) days Business Days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan Tranche which accrues Interest at the Adjusted LIBO LIBOSOFR Rate or the CP Rate hereunder or pursuant to any Liquidity Asset Purchase Agreement or similar liquidity facility. (b) Each Managing Agent will promptly notify the Borrower and the Program Administrative Agent of any event of which it has knowledge, occurring after the date hereof, knowledge which will entitle any Lender or related Liquidity Provider Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.10(a). Each Lender or Liquidity Provider Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity ProviderAffected Party, be otherwise disadvantageous to it or inconsistent conflict with its internal policies and or procedures. In determining the amount of such compensation, such Lender Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be mademade and generally describing the methodology used in determining such amounts, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensation.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or Original Effective Date, (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority imposed after the Original Effective Date (whether or not having the force of law), or (iii) imposed or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic) after the date hereof, Original Effective Date; (1) there shall be an increase in the cost to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty five (305) days Business Days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Asset Purchase Agreement or similar liquidity facility. (b) Each Managing Agent will promptly notify the Borrower and the Program Administrative Agent of any event of which it has knowledge, occurring after the date hereofOriginal Effective Date, which will entitle any Lender or related Liquidity Provider Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.10(a). Each Lender or Liquidity Provider Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity ProviderAffected Party, be otherwise disadvantageous to it or inconsistent conflict with its internal policies and or procedures. In determining the amount of such compensation, such Lender Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be mademade and generally describing the methodology used in determining such amounts, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensation.

Interest Protection. (a) If due to either: (i) the introduction of any Change in Law or any change (including, without limitation, including any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Term SOFR Rate (or at a rate based upon the CP Rate then-applicable Benchmark) hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Term SOFR Rate (or at a rate based upon the CP Rate then-applicable Benchmark) funded by it or Interest received by it, or (3) an Affected Party shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower Borrowers shall, from time to time, within thirty five (305) days Business Days after written demand by the related Managing AgentLender or other Affected Party, pay such Managing Agent Lender or Affected Party for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which which, subject to the requirements of this Section 2.10, such Managing Agent Lender reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at portion or all of the Adjusted LIBO Rate or Loans; provided, however, that the CP Rate hereunder or pursuant Borrowers shall only be required to pay any Liquidity Agreement or similar liquidity facilitysuch amounts to such Lender if such Lender is imposing such costs generally on similarly situated borrowers. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or related Liquidity Provider in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Liquidity Provider Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity ProviderAffected Party, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In determining the amount of such compensation, such Lender may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider (or such party’s related Managing Agent) Affected Party shall submit to the Borrower Representative a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent Lender to demand compensation pursuant to Section 2.11(a2.10(a) shall not constitute a waiver of such Managing AgentLender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section 2.10 for any increased capital unless such Managing Agent gives notice costs or payments incurred more than 180 days prior to the Borrower and the Program Agent to compensate date that such Lender notifies the Borrower Representative of circumstances under subclauses (a)(i) or Liquidity Provider pursuant (ii) above giving rise to this Section within 180 days after such increased costs or payments; provided further that, if the date circumstances under subclauses (a)(i) or (ii) above giving rise to such Managing Agent knows an event has occurred pursuant increased costs or payments are retroactive, then the 180-day period referred to which such Lender or Liquidity Provider will seek such compensation.above shall be extended to include the period of retroactive effect thereof. ​ ​

Interest Protection. (a) If due to either: any Regulatory Change (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or (ii) the compliance by any Lender or any Liquidity Provider with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2ii) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within on the next Settlement Date which is at least thirty (30) days after demand by receipt of the related Managing Agentcertificate described in Section 2.11(b), pay such Managing Administrative Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Administrative Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Asset Purchase Agreement or similar liquidity facility. Borrower acknowledges that the Program Agent, any Administrative Agent or Affected Party may elect to comply with a Regulatory Change prior to the effective date thereof, and may commence allocating charges to or seeking compensation from Borrower under, and in accordance with the requirements of, this Section 2.11, in advance of the effective date of such Regulatory Change, and, subject to the provisions of this Section 2.11 and Section 2.19, Borrower agrees to pay such charges or compensation to the Program Agent, for the benefit of such Administrative Agent or Affected Party, following demand therefor in accordance with this Section 2.11 without regard to whether such effective date has occurred. (b) Each Managing Administrative Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or related Liquidity Provider Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Liquidity Provider Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity ProviderAffected Party, be otherwise disadvantageous to it or inconsistent with its internal policies and proceduresit. In determining the amount of such compensation, such Lender Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider Affected Party (or such party’s related Managing Administrative Agent) shall submit to the Borrower a certificate describing in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be mademade (including the calculation thereof), which certificate shall be conclusive in the absence of manifest error. (c) Failure . The Borrower shall pay such Affected Party or delay Administrative Agent the amount as due on any such certificate on the part of any Managing Agent to demand compensation pursuant to Section 2.11(anext Settlement Date that is at least thirty (30) shall not constitute a waiver days following receipt of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensationnotice.

Interest Protection. (a) If due to either: any Regulatory Change (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or (ii) the compliance by any Lender or any Liquidity Provider with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2ii) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty on the next Settlement Date which is at least five (305) days Business Days after demand by receipt of the related Managing Agentcertificate described in Section 2.11(b), pay such Managing Administrative Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Administrative Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Asset Purchase Agreement or similar liquidity facility. (b) Each Managing Administrative Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or related Liquidity Provider Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Liquidity Provider Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity ProviderAffected Party, be otherwise disadvantageous to it or inconsistent with its internal policies and proceduresit. In determining the amount of such compensation, such Lender Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider Affected Party (or such party’s related Managing Administrative Agent) shall submit to the Borrower a certificate describing in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be mademade (including the calculation thereof), which certificate shall be conclusive in the absence of manifest error. The Borrower shall pay such Affected Party or Administrative Agent the amount as due on any such certificate on the next Settlement Date following receipt of such notice. (c) Failure If any Affected Party or delay on Lender has or anticipates having any claim for compensation from the part Borrower pursuant to clause (iii) of any Managing the definition of Regulatory Change, and such Affected Party or Administrative Agent believes that having the facility publicly rated by two credit rating agencies would reduce the amount of such compensation by an amount deemed by such Affected Party or Administrative Agent to demand compensation pursuant to Section 2.11(a) be material, such Affected Party or Administrative Agent shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent gives provide written notice to the Borrower and the Servicer (a “Ratings Request”) that such Affected Party or Administrative Agent intends to request public ratings of the facility from two credit rating agencies selected by such Affected Party or Administrative Agent and reasonably acceptable to the Borrower, of at least “AAA” or its equivalent (the “Required Ratings”). The Borrower and the Servicer agree that they shall cooperate with such Administrative Agent’s or Affected Party’s efforts to obtain the Required Ratings, and shall provide the applicable credit rating agencies (either directly or through distribution to the Administrative Agent, Program Agent or Affected Party) any information requested by such credit rating agencies for purposes of providing and monitoring the Required Ratings. The Borrower shall pay the initial fees payable to compensate such Lender the credit rating agencies for providing the ratings payable to the credit rating agencies for their continued monitoring of the ratings. Notwithstanding anything to the contrary set forth in this Section 2.11(c), any Administrative Agent or Liquidity Provider Affected Party shall, following any Ratings Request and delivery of a rating, continue to have the ability to demand compensation for increased costs and similar amounts from each Seller pursuant to Section 2.11(a) hereof less the actual amount such increased costs were reduced during any related period due to the Borrower obtaining such Required Rating. In addition, nothing in this Section within 180 days after 2.11(c) shall require any Administrative Agent or Affected Party to obtain any ratings on the date facility prior to demanding any such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensationcompensation from any Seller.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, including any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof Closing Date or (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereofClosing Date, (1) there shall be an increase in the cost (other than Taxes) to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Rate or the CP LIBOR Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Rate or the CP LIBOR Rate funded by it or Interest received by it, or (3) an Affected Party shall be subject to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower Borrowers shall, from time to time, within thirty five (305) days Business Days after demand by the related Managing AgentLender or other Affected Party, pay such Managing Agent Lender or Affected Party for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which which, subject to the requirements of this Section 2.09, such Managing Agent Lender reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at portion or all of the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Agreement or similar liquidity facilityLoan. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or related Liquidity Provider in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Liquidity Provider Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity ProviderAffected Party, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In determining the amount of such compensation, such Lender may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider (or such party’s related Managing Agent) Affected Party shall submit to the Borrower Representative a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent Affected Party to demand compensation pursuant to Section 2.11(a2.09(a) shall not constitute a waiver of such Managing AgentAffected Party’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate any Lender or related Liquidity Provider Affected Party pursuant to this Section 2.09 for any increased capital unless such Managing Agent gives notice costs or payments incurred more than 180 days prior to the Borrower and the Program Agent to compensate date that such Lender notifies the Borrower Representative of circumstances under subclauses (a)(i) or Liquidity Provider pursuant (ii) above giving rise to this Section within 180 days after such increased costs or payments; provided further that, if the date circumstances under subclauses (a)(i) or (ii) above giving rise to such Managing Agent knows an event has occurred pursuant increased costs or payments are retroactive, then the 180-day period referred to which such Lender or Liquidity Provider will seek such compensationabove shall be extended to include the period of retroactive effect thereof.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof Original Closing Date or (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, Original Closing Date; (1) there shall be an increase in the cost to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty (30) days shall after demand by receipt of the related Managing Agentcertificate described in Section 2.11(b), pay such Managing Agent for the account of such Lender or such Liquidity Provider (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders)Party, that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Agent Affected Party reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Agreement or similar liquidity facilityRate. (b) Each Managing Agent Affected Party will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereofOriginal Closing Date, which will entitle any Lender or related Liquidity Provider in its Lender Group Affected Party to compensation pursuant to Section 2.11(a). Following receipt of such notice, Borrower agrees to pay such Affected Party on demand the specified amount payable within 90 days after presentation by such Affected Party of a statement of the amount and describing in reasonable detail such increased costs incurred, amounts not received or receivable or required payment made or to be made (including the calculation thereof) which statement shall be conclusive in the absence of manifest error. Each Lender or Liquidity Provider Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity ProviderAffected Party, be otherwise disadvantageous to it or inconsistent with its internal policies and proceduresit. In determining the amount of such compensation, such Lender Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider (or such party’s related Managing Agent) shall submit to the Borrower a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensation.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or (ii) the compliance by any Lender or any Liquidity Provider with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost to such Lender or such Liquidity Provider of funding or maintaining any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider shall be required to make a payment calculated by reference to any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Asset Purchase Agreement or similar liquidity facility. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or related Liquidity Provider in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Liquidity Provider will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity Provider, be otherwise disadvantageous to it or inconsistent with its internal policies and proceduresit. In determining the amount of such compensation, such Lender may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider (or such party’s related Managing Agent) shall submit to the Borrower a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on If less than all Lenders claim reimbursement from the part of any Managing Agent to demand compensation Borrower pursuant to Section 2.11(a), each such Lender claiming reimbursement shall be obligated, at the request of the Borrower, to assign all of its rights and obligations hereunder to (i) shall not constitute a waiver the Lenders of its Lender Group hereunder that are willing to accept such rights and obligations or (ii) another financial institution nominated by the Borrower which is reasonably acceptable to the other Lenders in such Lender Group and is willing to participate in this Agreement through the Scheduled Termination Date in place of such Managing Agent’s right to demand such compensationLender; provided provided, that (x) the Borrower shall not be required to compensate any Lender or related Liquidity Provider claiming reimbursement receives payment in full, pursuant to this Section for any increased capital unless such Managing Agent gives notice an Assignment and Acceptance, of an amount equal to the Borrower and the Program Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensation.the

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, including any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof Restatement Date, or (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereofRestatement Date, (1) there shall be an increase in the cost (other than Taxes) to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate based on Term SOFR hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate based on Term SOFR funded by it or Interest received by itit or (3) any Affected Party shall be subjected to any Taxes (other than Indemnified Taxes or Taxes described in clauses (b) through (e) of the definition of Excluded Taxes and (C) Connection Income Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which which, subject to the requirements of Section 2.09, such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate based on Term SOFR hereunder or pursuant to any Liquidity Agreement or similar liquidity facility. (b) Each Managing Agent will promptly notify the Borrower and the Program Administrative Agent of any event of which it has knowledge, occurring after the date hereofRestatement Date, which will entitle any Lender or related Liquidity Provider Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.09(a). Each Lender or Liquidity Provider Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity ProviderAffected Party, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In determining the amount of such compensation, such Lender may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.09(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Administrative Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 180 120 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensation.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or (ii) the compliance by any the Lender or any Liquidity Provider the Lender with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost to such the Lender or such Liquidity Provider of funding or maintaining any Revolving Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such the Lender or such Liquidity Provider shall be required to make a payment calculated by reference to any Revolving Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent- 43 - Lender, pay such Managing Agent for the account of such Lender or such Liquidity Provider (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders)Lender, that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Agent the Lender reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Revolving Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Agreement or similar liquidity facilityhereunder. (b) Each Managing Agent The Lender will promptly notify the Borrower and the Program Agent Lender of any event of which it has knowledge, occurring after the date hereof, which will entitle any the Lender or related Liquidity Provider in its Lender Group to compensation pursuant to Section 2.11(a). Each The Lender or Liquidity Provider will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity Providerthe Lender, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In determining the amount of such compensation, such the Lender may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider (or such party’s related Managing Agent) shall submit to the Borrower a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent the Lender to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agentthe Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate any the Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent the Lender gives notice to the Borrower and the Program Agent Lender to compensate such the Lender or Liquidity Provider pursuant to this Section within 180 days after the date such Managing Agent the Lender knows an event has occurred pursuant to which such the Lender or Liquidity Provider will seek such compensation.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or (ii) the compliance by Agent, any Lender or Group Agent, any Purchaser, any Liquidity Provider or, with respect to each of the foregoing, the parent company that controls such Person (each, an “Affected Party”) with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost to such Lender Purchaser or such Liquidity Provider of funding or maintaining any Loan which accrues Interest at purchase of Mortgage Loans under the Adjusted LIBO Rate or the CP Rate hereunder Repurchase Agreement or of extending a commitment hereunder in respect thereof, or (2) Agent, such Lender Group Agent, Purchaser or such Liquidity Provider shall be required to make a payment calculated by reference to the Purchased Mortgage Loans owned by any Loan which accrues Interest at the Adjusted LIBO Rate Purchaser or the CP Rate funded by it or Interest Price Differential received by it, then the Borrower Sellers shall be jointly and severally obligated to pay and shall, from time to time, within thirty (30) days after demand by the related Managing applicable Group Agent, pay such Managing Group Agent for the account of such Lender or such Liquidity Provider (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders)Party, that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Group Agent reasonably determines is attributable to funding and maintainingmaintaining the funding of, or extending a commitment to fundpurchase, any Mortgage Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Asset Purchase Agreement or similar liquidity facility. (b) Each Managing Group Agent will promptly notify the Borrower and the Program Agent Sellers of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or related Liquidity Provider in its Lender Group Affected Party to compensation pursuant to Section 2.11(athe preceding paragraph (a). Each Lender or Liquidity Provider affected Purchaser will designate a different lending funding office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity ProviderPurchaser, be otherwise disadvantageous to it or inconsistent with its internal policies and proceduresit. In determining the amount of such compensation, such Lender Purchaser may use any reasonable averaging and attribution methods. The applicable Lender Purchaser or Liquidity Provider (or such party’s related Managing Agent) Group Agent on its behalf shall promptly submit to the Borrower Sellers a certificate but in reasonable detail no event later than 180 days after the circumstances described in the preceding paragraph (a) first arise, describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensation.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or hereof, (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, or (iii) any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic); (1) there shall be an increase in the cost to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty on the next Settlement Date which is at least five (305) days Business Days after demand by receipt of the related Managing Agentcertificate described in Section 2.11(b), pay such Managing Administrative Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Administrative Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Asset Purchase Agreement or similar liquidity facility. (b) Each Managing Administrative Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or related Liquidity Provider Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Liquidity Provider Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity ProviderAffected Party, be otherwise disadvantageous to it or inconsistent with its internal policies and proceduresit. In determining the amount of such compensation, such Lender Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider Affected Party (or such party’s related Managing Administrative Agent) shall submit to the Borrower a certificate describing in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be mademade (including the calculation thereof), which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensation.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, including any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof Restatement Date, or (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereofRestatement Date, (1) there shall be an increase in the cost (other than Taxes) to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate based on Daily SOFR hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate based on Daily SOFR funded by it or Interest received by itit or (3) any Affected Party shall be subjected to any Taxes (other than Indemnified Taxes or Taxes described in clauses (b) through (e) of the definition of Excluded Taxes and (C) Connection Income Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which which, subject to the requirements of Section 2.09, such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate based on Daily SOFR hereunder or pursuant to any Liquidity Agreement or similar liquidity facility. (b) Each Managing Agent will promptly notify the Borrower and the Program Administrative Agent of any event of which it has knowledge, occurring after the date hereofRestatement Date, which will entitle any Lender or related Liquidity Provider Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.09(a). Each Lender or Liquidity Provider Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity ProviderAffected Party, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In determining the amount of such compensation, such Lender may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.09(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Administrative Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 180 120 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensation.

Interest Protection. (a) i. If due to either: (i) the introduction of or any change (including, without limitation, including any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof Amendment No. 4 Effective Date, or (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereofAmendment No. 4 Effective Date, (1) there shall be an increase in the cost (other than Taxes) to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by itit or (3) any Affected Party shall be subjected to any Taxes (other than Indemnified Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which which, subject to the requirements of Section 2.09, such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Agreement or similar liquidity facility. (b) ii. Each Managing Agent will promptly notify the Borrower and the Program Administrative Agent of any event of which it has knowledge, occurring after the date hereofAmendment No. 4 Effective Date, which will entitle any Lender or related Liquidity Provider Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.09(a). DB1/ 121185831.1121185831.9 49 Each Lender or Liquidity Provider Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity ProviderAffected Party, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In determining the amount of such compensation, such Lender may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) iii. Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.09(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Administrative Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 180 120 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensation.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or (ii) the compliance by any Lender or any Liquidity Provider with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost to such Lender or such Liquidity Provider of funding or maintaining any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider shall be required to make a payment calculated by reference to any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Asset Purchase Agreement or similar liquidity facility. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or related Liquidity Provider in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Liquidity Provider will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity Provider, be otherwise disadvantageous to it or inconsistent with its internal policies and proceduresit. In determining the amount of such compensation, such Lender may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider (or such party’s 's related Managing Agent) shall submit to the Borrower a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) If less than all Lenders claim reimbursement from the Borrower pursuant to Section 2.11(a), each such Lender claiming reimbursement shall be obligated, at the request of the Borrower, to assign all of its rights and obligations hereunder to (i) the Lenders of its Lender Group hereunder that are willing to accept such rights and obligations or (ii) another financial institution nominated by the Borrower which is reasonably acceptable to the other Lenders in such Lender Group and is willing to participate in this Agreement through the Scheduled Termination Date in place of such Lender; provided, that (x) the Lender claiming reimbursement receives payment in full, pursuant to an Assignment and Acceptance, of an amount equal to the aggregate outstanding principal balance of all Loans and all other accrued an unpaid Borrower Obligations owing to it and (ii) the replacement Committed Lender proposed by the Borrower otherwise satisfies the requirements of Section 10.03(b). (d) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s 's right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensation.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or (ii) the compliance by any Lender or any Liquidity Provider with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, Regulatory Change (1) there shall be an increase in the cost to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty on the next Settlement Date which is at least five (305) days Business Days after demand by receipt of the related Managing Agentcertificate described in Section 2.11(b), pay such Managing Administrative Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Administrative Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Asset Purchase Agreement or similar liquidity facility. (b) Each Managing Administrative Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or related Liquidity Provider Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Liquidity Provider Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity ProviderAffected Party, be otherwise disadvantageous to it or inconsistent with its internal policies and proceduresit. In determining the amount of such compensation, such Lender Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider Affected Party (or such party’s related Managing Administrative Agent) shall submit to the Borrower a certificate describing in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be mademade (including the calculation thereof), which certificate shall be conclusive in the absence of manifest error. The Borrower shall pay such Affected Party or Administrative Agent the amount as due on any such certificate on the next Settlement Date following receipt of such notice. (c) Failure If any Affected Party or delay on Lender has or anticipates having any claim for compensation from the part Borrower pursuant to clause (iii) of any Managing the definition of Regulatory Change, and such Affected Party or Administrative Agent believes that having the facility publicly rated by two credit rating agencies would reduce the amount of such compensation by an amount deemed by such Affected Party or Administrative Agent to demand compensation pursuant to Section 2.11(a) be material, such Affected Party or Administrative Agent shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent gives provide written notice to the Borrower and the Servicer (a “Ratings Request”) that such Affected Party or Administrative Agent intends to request public ratings of the facility from two credit rating agencies selected by such Affected Party or Administrative Agent and reasonably acceptable to the Borrower, of at least “AAA” or its equivalent (the “Required Ratings”). The Borrower and the Servicer agree that they shall cooperate with such Administrative Agent’s or Affected Party’s efforts to obtain the Required Ratings, and shall provide the applicable credit rating agencies (either directly or through distribution to the Administrative Agent, Program Agent or Affected Party) any information requested by such credit rating agencies for purposes of providing and monitoring the Required Ratings. The Borrower shall pay the initial fees payable to compensate such Lender the credit rating agencies for providing the ratings payable to the credit rating agencies for their continued monitoring of the ratings. Notwithstanding anything to the contrary set forth in this Section 2.11(c), any Administrative Agent or Liquidity Provider Affected Party shall, following any Ratings Request and delivery of a rating, continue to have the ability to demand compensation for increased costs and similar amounts from each Seller pursuant to Section 2.11(a) hereof less the actual amount such increased costs were reduced during any related period due to the Borrower obtaining such Required Rating. In addition, nothing in this Section within 180 days after 2.11(c) shall require any Administrative Agent or Affected Party to obtain any ratings on the date facility prior to demanding any such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensationcompensation from any Seller.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof or (ii) the compliance by any Lender or any Liquidity Provider with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost to such Lender or such Liquidity Provider of funding or maintaining any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider shall be required to make a payment calculated by reference to any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by it, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan Tranche which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Asset Purchase Agreement or similar liquidity facility. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or related Liquidity Provider in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Liquidity Provider will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity Provider, be otherwise disadvantageous to it or inconsistent with its internal policies and proceduresit. In determining the amount of such compensation, such Lender may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider (or such party’s related Managing Agent) shall submit to the Borrower a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on If less than all Lenders claim reimbursement from the part of any Managing Agent to demand compensation Borrower pursuant to Section 2.11(a), each such Lender claiming reimbursement shall be obligated, at the request of the Borrower, to assign all of its rights and obligations hereunder to (i) shall not constitute a waiver the Lenders of its Lender Group hereunder that are willing to accept such rights and obligations or (ii) another financial institution nominated by the Borrower which is reasonably acceptable to the other Lenders in such Lender Group and is willing to participate in this Agreement through the Scheduled Termination Date in place of such Managing Agent’s right Lender; provided, that (x) the Lender claiming reimbursement receives payment in full, pursuant to demand such compensation; provided that an Assignment and Acceptance, of an amount equal to the aggregate outstanding principal balance of all Loans and all other accrued an unpaid Borrower Obligations owing to it and (ii) the replacement Committed Lender proposed by the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this otherwise satisfies the requirements of Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensation10.03(b).

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, including any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof Restatement Date, or (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereofRestatement Date, (1) there shall be an increase in the cost (other than Taxes) to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate based on TermDaily SOFR hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate based on TermDaily SOFR funded by it or Interest received by itit or (3) any Affected Party shall be subjected to any Taxes (other than Indemnified Taxes or Taxes described in clauses (b) through (e) of the definition of Excluded Taxes and (C) Connection Income Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which which, subject to the requirements of Section 2.09, such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate based on TermDaily SOFR hereunder or pursuant to any Liquidity Agreement or similar liquidity facility. (b) Each Managing Agent will promptly notify the Borrower and the Program Administrative Agent of any event of which it has knowledge, occurring after the date hereofRestatement Date, which will entitle any Lender or related Liquidity Provider Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.09(a). Each Lender or Liquidity Provider Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity ProviderAffected Party, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In determining the amount of such compensation, such Lender may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.09(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Administrative Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 180 120 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensation.

Interest Protection. (a) If due to either: (i) the introduction of or any change (including, without limitation, including any change by way of imposition or increase of reserve requirements) in or in the interpretation by any Governmental Authority of any law or regulation (other than laws or regulations relating to taxes) after the date hereof hereof, or (ii) the compliance by any Lender or any Liquidity Provider Affected Party with any directive or request from any central bank or other Governmental Authority (whether or not having the force of law) imposed after the date hereof, (1) there shall be an increase in the cost (other than Taxes) to such Lender or such Liquidity Provider Affected Party of funding or maintaining any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or of extending a commitment in respect thereof, or (2) such Lender or such Liquidity Provider Affected Party shall be required to make a payment calculated by reference to any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate funded by it or Interest received by itit or (3) any Affected Party shall be subjected to any Taxes (other than Indemnified Taxes or Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower shall, from time to time, within thirty (30) days after demand by the related Managing Agent, pay such Managing Agent for the account of such Lender or such Liquidity Provider Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders), that portion of such increased costs incurred, amounts not received or required payment made or to be made, which which, subject to the requirements of Section 2.09, such Managing Agent reasonably determines is attributable to funding and maintaining, or extending a commitment to fund, any Loan which accrues Interest at the Adjusted LIBO Rate or the CP Rate hereunder or pursuant to any Liquidity Agreement or similar liquidity facility. (b) Each Managing Agent will promptly notify the Borrower and the Program Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or related Liquidity Provider Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.09(a). Each Lender or Liquidity Provider Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Liquidity ProviderAffected Party, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In determining the amount of such compensation, such Lender may use any reasonable averaging and attribution methods. The applicable Lender or Liquidity Provider Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate in reasonable detail describing such increased costs incurred, amounts not received or receivable or required payment made or to be made, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.09(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or related Liquidity Provider pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Administrative Agent to compensate such Lender or Liquidity Provider pursuant to this Section within 180 120 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Liquidity Provider will seek such compensation.