Common use of Taxes; Increased Costs Clause in Contracts

Taxes; Increased Costs. (a) If, after the date of this Annex, the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any Governmental Authority or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority having jurisdiction over Buyer made subsequent to the date hereof: (i) shall subject Buyer to any tax of any kind whatsoever with respect to the Agreement, any Purchased Security or any Transaction, or change the basis of taxation of payments to Buyer in respect thereof (except for changes in the rate of tax on Buyer’s overall net income); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Buyer; or (iii) shall impose on Buyer any other condition due to the Agreement or the Transactions; and the result of any of the foregoing is to increase the cost to Buyer of entering into, continuing or maintaining Transactions or to reduce any amount receivable under the Agreement in respect thereof; then, in any such case, Seller shall pay Buyer, within 30 days after written demand therefor is received by Seller, any additional amounts necessary to compensate Buyer for such increased cost payable or reduced amount receivable. If Buyer becomes aware that it is entitled to claim any additional amounts pursuant to this Paragraph 10(a), it shall notify Seller in writing of the event by reason of which it has become so entitled within a reasonable period after Buyer becomes aware thereof. A certificate as to the calculation of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller and shall be conclusive and binding upon Seller in the absence of manifest error. In determining such additional amounts, Buyer will act reasonably and in good faith. This covenant shall survive the last Repurchase Date, and the repurchase by Seller of any or all of the Purchased Securities. (b) If Buyer shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof does have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then, from time to time, within 30 days after submission by Buyer to Seller of a written request therefor, Seller shall pay to Buyer such additional amount or amounts as will compensate Buyer for such reduction. A certificate as to the calculation of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller and shall be conclusive and binding upon Seller in the absence of manifest error. In determining such additional amounts, Buyer will act reasonably and in good faith. This covenant shall survive the Facility Termination Date, and the repurchase by Seller of any or all of the Purchased Securities.

Taxes; Increased Costs. (a) All payments under this Agreement (including, without limitation, payments of interest and principal) will be payable to the Bank free and clear of any and all present and future taxes, levies, imposts, duties, deductions, withholdings, fees, liabilities and similar charges other than those imposed on the overall net income of the Bank (“Taxes”). If any Taxes are required to be withheld or deducted from any amount payable under this Agreement, then the amount payable under this Agreement will be increased to the amount which, after deduction from such increased amount of all Taxes required to be withheld or deducted therefrom, will yield to the Bank the amount stated to be payable under this Agreement, and the Company will promptly provide to the Bank tax receipts evidencing the payment of such Taxes. If any of the Taxes specified in this subsection (a) are paid by the Bank, the Company will, upon demand of the Bank, reimburse the Bank for such payments, together with any interest and penalties which may be imposed by the governmental agency or taxing authority in respect thereof. *** CONFIDENTIAL TREATMENT REQUESTED (b) If, after the date of this Annexhereof, the adoption of any law, rule or regulation, or any change therein, or any change in any Requirement of Law or in the interpretation or application administration thereof by any Governmental Authority governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by Buyer the Bank with any request or directive (whether or not having the force of law) from of any such authority, central bank or other Governmental Authority having jurisdiction over Buyer made subsequent to the date hereof: comparable agency (i) shall subject Buyer subjects the Bank to any tax of any kind whatsoever charge with respect to any Loan or the Agreement, any Purchased Security Commitment or any Transaction, or change changes the basis of taxation of payments to Buyer in respect thereof the Bank hereunder or under the Note (except for changes in the rate of tax on Buyer’s the overall net income); income of the Bank or (ii) shall imposeimposes, modify modifies or hold makes applicable any reserve, special deposit, compulsory loan deposit insurance assessment or similar requirement against assets held byloans made by the Bank, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Buyer; or (iii) shall impose on Buyer any other condition due to the Agreement or the Transactions; and the result of any of the foregoing is to increase the cost to Buyer the Bank of entering into, continuing making or maintaining Transactions such Loan or to reduce any amount received or receivable by the Bank hereunder or under the Agreement in respect thereof; Note, then, in any such caseupon demand by the Bank, Seller the Company shall pay Buyer, within 30 days after written demand therefor is received by Seller, any to the Bank such additional amount or amounts necessary to as will compensate Buyer the Bank for such increased cost payable or reduced amount receivable. If Buyer becomes aware reduction; provided that it is entitled the Bank shall have provided to claim the Company thirty days’ prior written advice of any such additional amounts pursuant to this Paragraph 10(a(and the basis for calculation thereof), it shall notify Seller in writing of the event by reason of which it has become so entitled within a reasonable period after Buyer becomes aware thereof. A certificate as to the calculation of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller and shall be conclusive and binding upon Seller in the absence of manifest error. In determining such additional amounts, Buyer the Bank will act reasonably and in good faith. This covenant shall survive the last Repurchase Date, and the repurchase by Seller of any or all A certificate of the Purchased Securities. (b) If Buyer shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent Bank as to the date hereof does have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then, from time to time, within 30 days after submission by Buyer to Seller of a written request therefor, Seller shall pay to Buyer such additional amount or amounts as will compensate Buyer for such reduction. A certificate as payable to the calculation of any additional amounts payable pursuant to Bank under this subsection shall be submitted by Buyer to Seller and (b) shall be conclusive and binding upon Seller in the absence of absent manifest error. In determining such additional amounts, Buyer will act reasonably and in good faith. This covenant shall survive the Facility Termination Date, and the repurchase by Seller of any or all of the Purchased Securities.

Taxes; Increased Costs. (a) Except as otherwise expressly agreed by the parties, all payments under this Agreement (including, without limitation, payments of interest and principal) will be payable, subject to the Priority of Payments and satisfaction of the Subordinated Claims Payment Condition specified therein, to the Banks free and clear of any and all present and future taxes, levies, imposts, duties, deductions, withholdings, fees, liabilities and similar charges other than those imposed on the overall net income of the Banks (“Taxes”). If any Taxes are required to be withheld or deducted from any amount payable under this Agreement, then the amount payable under this Agreement will be increased (but the payment of such increase shall be due and payable three (3) Business Days after the first Weekly Assessment Point on which such increase was considered in making the calculations on such day) to the amount which, after deduction from such increased amount of all Taxes required to be withheld or deducted therefrom, will yield to the Banks the amount stated to be payable under this Agreement, and the Company will promptly provide to the Banks tax receipts evidencing the payment of such Taxes. If any of the Taxes specified in this subsection (a) are paid by the Banks, the Company will, on notice from the Banks, reimburse the Banks for such payments three (3) Business Days after the first Weekly Assessment Point on which such amounts were considered in making the calculations on such day, together with any interest and penalties which may be imposed by the governmental agency or taxing authority in respect thereof. (b) If, after the date of this Annexhereof, the adoption of any law, rule or regulation, or any change therein, or any change in any Requirement of Law or in the interpretation or application administration thereof by any Governmental Authority charged with the interpretation or administration thereof or compliance by Buyer the Banks with any request or directive (whether or not having the force of law) from of any such authority, central bank or other Governmental Authority having jurisdiction over Buyer made subsequent to the date hereof: comparable agency (i) shall subject Buyer subjects the Banks to any tax of any kind whatsoever charge with respect to any Loan or the Agreement, any Purchased Security Commitment or any Transaction, or change changes the basis of taxation of payments to Buyer in respect thereof the Banks hereunder or under the Note (except for changes in the rate of tax on Buyer’s the overall net income); income of the Banks) or (ii) shall imposeimposes, modify modifies or hold makes applicable any reserve, special deposit, compulsory loan deposit insurance assessment or similar requirement against assets held byloans made by the Banks, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Buyer; or (iii) shall impose on Buyer any other condition due to the Agreement or the Transactions; and the result of any of the foregoing is to increase the cost to Buyer the Banks of entering into, continuing making or maintaining Transactions such Loan or to reduce any amount received or receivable by the Banks hereunder or under the Agreement in respect thereof; Note, then, in any upon demand by the Banks, the Company shall pay, subject to the Priority of Payments and satisfaction of the Subordinated Claims Payment Condition specified therein, to the Agent such case, Seller shall pay Buyer, within 30 days after written demand therefor is received by Seller, any additional amount or amounts necessary to as will compensate Buyer the Banks for such increased cost payable or reduced amount receivable. If Buyer becomes aware reduction; provided that it is entitled the Banks shall have provided to claim the Company thirty days’ prior written advice of any such additional amounts pursuant to this Paragraph 10(a(and the basis for calculation thereof), it shall notify Seller in writing of the event by reason of which it has become so entitled within a reasonable period after Buyer becomes aware thereof. A certificate as to the calculation of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller and shall be conclusive and binding upon Seller in the absence of manifest error. In determining such additional amounts, Buyer the Banks will act reasonably and in good faith. This covenant shall survive the last Repurchase Date, and the repurchase by Seller of any or all A certificate of the Purchased Securities. (b) If Buyer shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent Banks as to the date hereof does have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then, from time to time, within 30 days after submission by Buyer to Seller of a written request therefor, Seller shall pay to Buyer such additional amount or amounts as will compensate Buyer for such reduction. A certificate as payable to the calculation of any additional amounts payable pursuant to Banks under this subsection shall be submitted by Buyer to Seller and (b) shall be conclusive and binding upon Seller in the absence of absent manifest error. In determining such additional amounts, Buyer will act reasonably and in good faith. This covenant shall survive the Facility Termination Date, and the repurchase by Seller of any or all of the Purchased Securities.

Taxes; Increased Costs. (a) IfWith respect to any LIBOR Portion, after if the date of this Annex, the adoption of or Lender shall determine in good faith that any change in any Requirement applicable law, treaty, regulation or guideline (including, without limitation, Regulation D of Law the Board of Governors of the Federal Reserve System) or in any new law, treaty, regulation or guideline, or any interpretation of any of the interpretation or application thereof foregoing by any Governmental Authority governmental authority charged with the administration thereof or compliance any central bank or other fiscal, monetary or other authority having jurisdiction over the Lender or its lending branch or the LIBOR Portion contemplated by Buyer with any request or directive this Agreement (whether or not having the force of law) from any central bank or other Governmental Authority having jurisdiction over Buyer made subsequent to ), in each case after the date hereof, shall: (i) shall subject Buyer to any tax of any kind whatsoever with respect to the Agreementimpose, any Purchased Security or any Transactionincrease, or change the basis of taxation of payments to Buyer in respect thereof (except for changes in the rate of tax on Buyer’s overall net income); (ii) shall impose, modify or hold deem applicable any reserve, special deposit, compulsory loan deposit or similar requirement against assets assets, held by, or deposits or other liabilities in or for the account of, advances, or loans or other extensions of credit by, or any other acquisition of funds or disbursements by, such Lender which is not in any office of Buyerinstance already accounted for in computing the interest rate applicable to such LIBOR Portion; or (iiiii) shall impose on Buyer subject the Lender, any other condition due LIBOR Portion or the Note to the Agreement extent it evidences such Portion to any tax (including, without limitation, any United States interest equalization tax or similar tax however named applicable to the acquisition or holding of debt obligations), duty, charge, stamp tax, fee, deduction or withholding in respect of this Agreement, any LIBOR Portion or the Transactions; Note to the extent it evidences such Portion, except any franchise tax or any taxes as may be measured by the overall net income or gross receipts of the Lender or its lending branches and imposed by the jurisdiction, or any political subdivision or taxing authority thereof, in which the Lender or its lending branch is located, or taxes in substitution thereof . And the Lender shall reasonably determine that the result of any of the foregoing is to increase the cost (whether by incurring a cost or adding to Buyer a cost) to such Lender of entering into, continuing creating or maintaining Transactions any LIBOR Portion hereunder or to reduce the amount of principal or interest received or receivable by the Lender (without benefit of, or credit for, any amount receivable prorations, exemption, credits or other offsets available under the Agreement in respect thereof; then, in any such caselaws, Seller treaties, regulations, guidelines or interpretations thereof), then within fifteen (15) days after demand by the Lender, the Company shall pay Buyer, within 30 days after written demand therefor is received to the Lender from time to time as specified by Seller, any such Lender such additional amounts necessary as the Lender shall reasonably determine are sufficient to compensate Buyer and indemnify it for such increased cost or reduced amount; provided, however, that the Company shall not be required to pay such additional amounts in respect of any such change for any period ending prior to the date that is 90 days prior to the giving of the notice of the determination of such additional amounts (unless such period shall have commenced after the date that the Lender notified the Company of the possibility that additional amounts may be payable as a result of such change), except, if such change shall have been imposed retroactively, for the period from the effective date of such change to the date that is 90 days after the first date on which the Lender reasonably should have had knowledge of such change. If the Lender makes such demand for compensation, it shall provide to the Company a certificate setting forth the computation of the increased cost or reduced amount receivableas a result of any event mentioned herein in reasonable detail and such certificate shall be deemed conclusive if reasonably determined. If Buyer becomes aware that it is entitled any changes giving rise to claim any additional amounts pursuant to this Paragraph 10(a)Lender's demand for compensation are subsequently modified, it shall notify Seller in writing of the event by reason of which it has become so entitled within a reasonable period after Buyer becomes aware thereof. A certificate as to the calculation of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller and shall be conclusive and binding upon Seller in the absence of manifest error. In determining such additional amounts, Buyer will act reasonably and in good faith. This covenant shall survive the last Repurchase Date, and the repurchase by Seller of any amended or all of the Purchased Securities. (b) If Buyer shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer repealed with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof does have the effect of reducing or eliminating the rate of return on Buyer’s increased costs to Lender or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer the reduction in interest or such corporation could have achieved but for such adoptionprincipal received or receivable by Lender, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then, from time to time, within 30 days after submission by Buyer to Seller of a written request therefor, Seller then Lender shall pay to Buyer such additional amount or amounts as will compensate Buyer for such reduction. A certificate as promptly give notice thereof to the calculation of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller and shall be conclusive and binding upon Seller in the absence of manifest error. In determining such additional amounts, Buyer will act reasonably and in good faith. This covenant shall survive the Facility Termination Date, and the repurchase by Seller of any or all of the Purchased SecuritiesCompany.

Taxes; Increased Costs. (a) All payments under this Agreement (including, without limitation, payments of interest and principal) will be payable to the Bank free and clear of any and *** Confidential treatment requested all present and future taxes, levies, imposts, duties, deductions, withholdings, fees, liabilities and similar charges other than those imposed on the overall net income of the Bank (“Taxes”). If any Taxes are required to be withheld or deducted from any amount payable under this Agreement, then the amount payable under this Agreement will be increased to the amount which, after deduction from such increased amount of all Taxes required to be withheld or deducted therefrom, will yield to the Bank the amount stated to be payable under this Agreement, and the Company will promptly provide to the Bank tax receipts evidencing the payment of such Taxes. If any of the Taxes specified in this subsection (a) are paid by the Bank, the Company will, upon demand of the Bank, reimburse the Bank for such payments, together with any interest and penalties which may be imposed by the governmental agency or taxing authority in respect thereof. (b) If, after the date of this Annexhereof, the adoption of any law, rule or regulation, or any change therein, or any change in any Requirement of Law or in the interpretation or application administration thereof by any Governmental Authority governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by Buyer the Bank with any request or directive (whether or not having the force of law) from of any such authority, central bank or other Governmental Authority having jurisdiction over Buyer made subsequent to the date hereof: comparable agency (i) shall subject Buyer subjects the Bank to any tax of any kind whatsoever charge with respect to any Loan or the Agreement, any Purchased Security Commitment or any Transaction, or change changes the basis of taxation of payments to Buyer in respect thereof the Bank hereunder or under the Note (except for changes in the rate of tax on Buyer’s the overall net income); income of the Bank or (ii) shall imposeimposes, modify modifies or hold makes applicable any reserve, special deposit, compulsory loan deposit insurance assessment or similar requirement against assets held byloans made by the Bank, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Buyer; or (iii) shall impose on Buyer any other condition due to the Agreement or the Transactions; and the result of any of the foregoing is to increase the cost to Buyer the Bank of entering into, continuing making or maintaining Transactions such Loan or to reduce any amount received or receivable by the Bank hereunder or under the Agreement in respect thereof; Note, then, in any such caseupon demand by the Bank, Seller the Company shall pay Buyer, within 30 days after written demand therefor is received by Seller, any to the Bank such additional amount or amounts necessary to as will compensate Buyer the Bank for such increased cost payable or reduced amount receivable. If Buyer becomes aware reduction; provided that it is entitled the Bank shall have provided to claim the Company thirty days’ prior written advice of any such additional amounts pursuant to this Paragraph 10(a(and the basis for calculation thereof), it shall notify Seller in writing of the event by reason of which it has become so entitled within a reasonable period after Buyer becomes aware thereof. A certificate as to the calculation of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller and shall be conclusive and binding upon Seller in the absence of manifest error. In determining such additional amounts, Buyer the Bank will act reasonably and in good faith. This covenant shall survive the last Repurchase Date, and the repurchase by Seller of any or all A certificate of the Purchased Securities. (b) If Buyer shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent Bank as to the date hereof does have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then, from time to time, within 30 days after submission by Buyer to Seller of a written request therefor, Seller shall pay to Buyer such additional amount or amounts as will compensate Buyer for such reduction. A certificate as payable to the calculation of any additional amounts payable pursuant to Bank under this subsection shall be submitted by Buyer to Seller and (b) shall be conclusive and binding upon Seller in the absence of absent manifest error. In determining such additional amounts, Buyer will act reasonably and in good faith. This covenant shall survive the Facility Termination Date, and the repurchase by Seller of any or all of the Purchased Securities.

Taxes; Increased Costs. (a) IfWith respect to any LIBOR Portion, after the date of this Annex, the adoption of or if any Lender shall determine in good faith that any change in any Requirement applicable law, treaty, regulation or guideline (including, without limitation, Regulation D of Law the Board of Governors of the Federal Reserve System) or in any new law, treaty, regulation or guideline, or any interpretation of any of the interpretation or application thereof foregoing by any Governmental Authority governmental authority charged with the administration thereof or compliance any central bank or other fiscal, monetary or other authority having jurisdiction over any Lender or its lending branch or the LIBOR Portion contemplated by Buyer with any request or directive this Agreement (whether or not having the force of law) from any central bank or other Governmental Authority having jurisdiction over Buyer made subsequent to ), in each case after the date hereofhereof and having general applicability to banks in the jurisdiction in which such Lender operates, shall: (i) shall subject Buyer to any tax of any kind whatsoever with respect to the Agreementimpose, any Purchased Security or any Transactionincrease, or change the basis of taxation of payments to Buyer in respect thereof (except for changes in the rate of tax on Buyer’s overall net income); (ii) shall impose, modify or hold deem applicable any reserve, special deposit, compulsory loan deposit or similar requirement against assets assets, held by, or deposits or other liabilities in or for the account of, advances, or loans or other extensions of credit by, or any other acquisition of funds or disbursements by, such Lender which is not in any office of Buyerinstance already accounted for in computing the interest rate applicable to such LIBOR Portion; or (iiiii) shall impose on Buyer subject such Lender, any other condition due LIBOR Portion or any Note to the Agreement extent it evidences such LIBOR Portion to any tax (including, without limitation, any United States interest equalization tax or similar tax however named applicable to the acquisition or holding of debt obligations), duty, charge, stamp tax, fee, deduction or withholding in respect of this Agreement, any LIBOR Portion or the Transactions; Note to the extent it evidences such LIBOR Portion, except any franchise tax or any taxes as may be measured by the overall net income or gross receipts of such Lender or its lending branches and imposed by the jurisdiction, or any political subdivision or taxing authority thereof, in which such Lender or its lending branch is located, or taxes in substitution thereof, and except taxes such Lender could have avoided by filing of appropriate forms. and such Lender shall reasonably determine that the result of any of the foregoing is to materially increase the cost (whether by incurring a cost or adding to Buyer a cost) to such Lender of entering into, continuing creating or maintaining Transactions any LIBOR Portion hereunder or to reduce any the amount of principal or interest received or receivable under by such Lender with respect to such LIBOR Portion, then within fifteen (15) days after demand by such Lender, the Agreement in respect thereof; then, in any such case, Seller Company shall pay Buyer, within 30 days after written demand therefor is received to the Lender from time to time as specified by Seller, any such Lender such additional amounts necessary as such Lender shall reasonably determine are sufficient to compensate Buyer and indemnify it for such increased cost or reduced amount; provided, however, that the Company shall not be required to pay such additional amounts in respect of any such change for any period ending prior to the date that is 90 days prior to the giving of the notice of the determination of such additional amounts (unless such period shall have commenced after the date that such Lender notified the Company of the possibility that additional amounts may be payable as a result of such change), except, if such change shall have been imposed retroactively, for the period from the effective date of such change to the date that is 90 days after the first date on which such Lender reasonably should have had knowledge of such change. If a Lender makes such demand for compensation, it shall provide to the Company (with a copy to the Administrative Agent) a certificate setting forth the computation of the increased cost or reduced amount receivableas a result of any event mentioned herein in reasonable detail and such certificate shall be deemed conclusive if reasonably determined. If Buyer becomes aware that it is entitled any circumstances giving rise to claim any additional amounts pursuant to this Paragraph 10(a)a Lender's demand for compensation are subsequently modified, it shall notify Seller in writing of the event by reason of which it has become so entitled within a reasonable period after Buyer becomes aware thereof. A certificate as to the calculation of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller and shall be conclusive and binding upon Seller in the absence of manifest error. In determining such additional amounts, Buyer will act reasonably and in good faith. This covenant shall survive the last Repurchase Date, and the repurchase by Seller of any amended or all of the Purchased Securities. (b) If Buyer shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer repealed with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof does have the effect of reducing or eliminating the rate of return on Buyer’s increased costs to such Lender or reducing the interest or principal received or receivable by such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or Lender, then such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then, from time to time, within 30 days after submission by Buyer to Seller of a written request therefor, Seller Lender shall pay to Buyer such additional amount or amounts as will compensate Buyer for such reduction. A certificate as promptly give notice thereof to the calculation of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller and shall be conclusive and binding upon Seller in the absence of manifest error. In determining such additional amounts, Buyer will act reasonably and in good faith. This covenant shall survive the Facility Termination Date, and the repurchase by Seller of any or all of the Purchased SecuritiesCompany.

Taxes; Increased Costs. All amounts payable by the Borrower and the Guarantors under the Facility shall be made without withholding or deduction for or on account of any taxes, duties or governmental charges (a) If, after “Withholdings and Deductions”). In the date event that any Withholdings and Deductions should be imposed or levied in respect of this Annexthe Facility, the adoption of Borrower and the Guarantors will make such additional payments to the Lenders as are necessary for the Lenders to receive those amounts as though such Withholdings and Deductions had not been made. The Loan Parties will indemnify each Lender and will hold each Lender harmless for its actual and documented losses, if any, due to decreased revenues or any increased costs associated with a change in Law affecting the Facility; provided, however, the Loan Parties shall not be required to compensate a Lender pursuant for any Requirement of Law or in the interpretation or application thereof by any Governmental Authority or compliance by Buyer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority having jurisdiction over Buyer made subsequent amounts incurred more than six months prior to the date hereof: (i) that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall subject Buyer be extended to include the period of such retroactive effect. Upon the occurrence of any event giving rise to any tax of any kind whatsoever Withholdings and Deductions or increased costs with respect to a Lender, such Lender shall use reasonable efforts to designate another lending office for any loans affected by such event with the Agreementobject of avoiding or mitigating the consequences of such event, any Purchased Security or any Transactionprovided that such designation is made on terms that, or change the basis of taxation of payments to Buyer in respect thereof (except for changes in the rate reasonable judgment of tax on Buyer’s overall net income); (ii) shall imposesuch Lender, modify cause such Lender and its lending offices to suffer no economic, legal or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Buyer; or (iii) shall impose on Buyer any other condition due to the Agreement or the Transactions; and the result of any of the foregoing is to increase the cost to Buyer of entering into, continuing or maintaining Transactions or to reduce any amount receivable under the Agreement in respect thereof; then, in any such case, Seller shall pay Buyer, within 30 days after written demand therefor is received by Seller, any additional amounts necessary to compensate Buyer for such increased cost payable or reduced amount receivable. If Buyer becomes aware that it is entitled to claim any additional amounts pursuant to this Paragraph 10(a), it shall notify Seller in writing of the event by reason of which it has become so entitled within a reasonable period after Buyer becomes aware thereof. A certificate as to the calculation of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller and shall be conclusive and binding upon Seller in the absence of manifest error. In determining such additional amounts, Buyer will act reasonably and in good faith. This covenant shall survive the last Repurchase Date, and the repurchase by Seller of any or all of the Purchased Securitiesregulatory disadvantage. (b) If Buyer shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Buyer or any corporation controlling Buyer with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof does have the effect of reducing the rate of return on Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Buyer to be material, then, from time to time, within 30 days after submission by Buyer to Seller of a written request therefor, Seller shall pay to Buyer such additional amount or amounts as will compensate Buyer for such reduction. A certificate as to the calculation of any additional amounts payable pursuant to this subsection shall be submitted by Buyer to Seller and shall be conclusive and binding upon Seller in the absence of manifest error. In determining such additional amounts, Buyer will act reasonably and in good faith. This covenant shall survive the Facility Termination Date, and the repurchase by Seller of any or all of the Purchased Securities.