Common use of Increased Costs Capital Adequacy Clause in Contracts

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender)Law, in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority Official Body (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, (A) there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participantLender, successor or assign thereof (each of which shall be an “Affected PartyPerson”) of agreeing to make or making, funding or maintaining any Advance Loan (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party Person hereunder), as the case may be, or (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Party Person under this Agreement, Agreement or under any other Transaction Document Document, or (C) any Liquidity AgreementRecipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) 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, in each case, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PartyPerson, pay to the Administrative Agent, on behalf of such Affected PartyPerson, additional amounts sufficient to compensate such Affected Party Person for such increased costs or reduced payments within 10 thirty (30) days after such demand; provided provided, that the amounts payable under this Section 2.10 5.1 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Indemnified Taxes on the overall net income of such Lenderand Excluded Taxes), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender)Law, in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority Official Body (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, (A) there shall be any increase in the cost to the Administrative Facility Agent, any Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PartyPerson”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party Person hereunder), as the case may be, or (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Party Person under this Agreement, Agreement or under any other Transaction Document Document, or (C) any Liquidity AgreementRecipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) 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, in each case, the Borrower shall, from time to time, after written demand by the Administrative Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PartyPerson, pay to the Administrative Facility Agent, on behalf of such Affected PartyPerson, additional amounts sufficient to compensate such Affected Party Person for such increased costs or reduced payments within 10 thirty (30) days after such demand; provided provided, that the amounts payable under this Section 2.10 5.1 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid that subjects an Affected Party to any Lender Taxes (other than (1) Excluded Taxes and (2) Taxes imposed on payments under this Agreement being subject to any TaxAgreement) on its loans, except for Taxes on the overall net income loan principal, letters of such Lendercredit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 thirty (30) days after such demand; provided provided, that the amounts payable under this Section 2.10 2.09 shall be without duplication of amounts payable under Section 2.11 2.10; provided, further, that an Affected Party claiming additional amounts under this Section 2.09 agrees to use commercially reasonable efforts (consistent with its internal policy and shall not include any Excluded Taxeslegal and regulatory restrictions) to designate a different lending office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Affected Party, be otherwise disadvantageous to such Affected Party.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof Restatement Date (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof Restatement Date of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender the Note Purchaser under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lenderthe Note Purchaser), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof Restatement Date from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lenderthe Note Purchaser, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided provided, that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the Existing Effective Date (with respect to DBNY or any Lender to which DBNY assigns any outstanding Advance) and the date hereof that a Lender becomes a Lender hereunder (with respect to such other Lender, such date, a “Lender Effective Date”) (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof Existing Effective Date or the Lender Effective Date, as applicable, of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender)Law, in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof Existing Effective Date or Lender Effective Date, as applicable, from any central bank or other Governmental Authority Official Body (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, (A) there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PartyPerson”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party Person hereunder), as the case may be, or (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Party Person under this Agreement or under any other Transaction Document, or (C) any Recipient is 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 under this Agreement, under any or its deposits, reserves, other Transaction Document liabilities or any Liquidity Agreementcapital attributable thereto, then, in each case, the Borrower shall, from time to timetime but subject to Section 8.3, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand, together with documents evidencing the same), on behalf of such Affected PartyPerson, pay to the Administrative Agent, on behalf of such Affected PartyPerson, additional amounts sufficient to compensate such Affected Party Person for such increased costs or reduced payments within 10 thirty (30) days after such demand; provided provided, that the amounts payable under this Section 2.10 5.1 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender)Law, in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority Official Body (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, (A) there shall be any increase in the cost (other than Taxes) to the Administrative Facility Agent, any Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PartyPerson”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party Person hereunder), as the case may be, or (B) there shall be any reduction (other than as a result of the deduction or withholding of any Taxes) in the amount of any sum received or receivable by an Affected Party Person under this Agreement, Agreement or under any other Transaction Document Document, or (C) any Liquidity AgreementRecipient is 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, in each case, the Borrower shall, from time to time, after written demand by the Administrative Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PartyPerson, pay to the Administrative Facility Agent, on behalf of such Affected PartyPerson, additional amounts sufficient to compensate such Affected Party Person for such increased costs or reduced payments within 10 thirty (30) days after such demand; provided provided, that the amounts payable under this Section 2.10 5.1 shall be (i) without duplication of amounts payable under Section 2.11 4.3 and (ii) due and payable on a given date only to the extent there are amounts available therefor pursuant to Section 8.3. Any demand for compensation under this Section 5.1 must be made within 270 days of the date the related cost, damage, loss or expense is incurred by the applicable Affected Person and the Borrower shall not include any Excluded Taxesbe the only borrower or customer that such Affected Person is charging for similar costs, damages, losses or expenses at such time.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender)Law, in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority Official Body (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, (A) there shall be any increase in the cost to the Administrative Facility Agent, any Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PartyPerson”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party Person hereunder), as the case may be, or (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Party Person under this Agreement, Agreement or under any other Transaction Document Document, or (C) any Liquidity AgreementRecipient is subject to any Taxes (other than (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (z) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Administrative Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PartyPerson, pay to the Administrative Facility Agent, on behalf of such Affected PartyPerson, additional amounts sufficient to compensate such Affected Party Person for such increased costs or reduced payments within 10 days on the immediately following Distribution Date (to the extent of available funds) after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender)Law, in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority Official Body (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, (A) there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participantLender, successor or assign thereof (each of which shall be an “Affected PartyPerson”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party Person hereunder), as the case may be, or (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Party Person under this Agreement, Agreement or under any other Transaction Document Document, or (C) any Liquidity AgreementRecipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) 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, in each case, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PartyPerson, pay to the Administrative Agent, on behalf of such Affected PartyPerson, additional amounts sufficient to compensate such Affected Party Person for such increased costs or reduced payments within 10 thirty (30) days after such demand; provided provided, that the amounts payable under this Section 2.10 5.1 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve or liquidity requirements) in or in the interpretation, administration or application following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, Agreement or under any other Transaction Document or any Liquidity AgreementDocument, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, ): (x) there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participantparticipant (provided that a participant shall not be entitled to receive any greater payment under this Section 2.10 than the Lender would have been entitled to receive with respect to the participation sold to such participant except to the extent provided in Section 11.04(d)), successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or ; (y) there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement; or (z) any 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 shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 2.11. If either (i) the introduction of or any change following the date hereof in or in the interpretation, administration or application following the date hereof of any law, guideline, rule or regulation, directive or request or (ii) the compliance by any Affected Party with any law, guideline, rule, regulation, directive or request following the date hereof, from any central bank, any Governmental Authority or agency, including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, but, in each case, excluding Taxes, has or would have the effect of reducing the rate of return on the capital of any Affected Party, as a consequence of its obligations hereunder or any related document or arising in connection herewith or therewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy), by an amount deemed by such Affected Party to be material, then, from time to time, after demand by such Affected Party (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), the Borrower shall pay the Administrative Agent on behalf of such Affected Party such additional amounts as will compensate such Affected Party for such reduction. For the avoidance of doubt, any increase in cost and/or reduction in Yield with respect to any Affected Party caused by regulatory capital allocation adjustments due to FAS 166, 167 and subsequent statements and interpretations shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.10; provided that, for the avoidance of doubt, the amounts payable under this clause (a) shall be without duplication of amounts payable under Article XI and shall not include any Excluded Indemnified Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in subjecting any interest payments paid Lender to any Lender under this Agreement being subject to any Taxtaxes (other than (A) Indemnified Taxes, except for (B) Taxes described in clauses (b) through (d) of the defined term “Excluded Taxes” and (C) Connection Income Taxes) on the overall net income of such Lenderits Commitment, or its deposits, reserves, other liabilities or capital attributable thereto), in each case whether foreign or domestic, including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, there shall be any increase in the cost cost, other than Taxes, to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity AgreementDocument, the Borrower shall, from time to time, after written demand by the Administrative Agent such Affected Party (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), demand on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 30 days after such demand; provided that the amounts payable under this Section 2.10 2.09 shall be payable without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes2.10 or Section 10.07.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Indemnified Taxes on the overall net income of such Lenderand Excluded Taxes), in each case whether foreign or domestic, including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III (including, without limitation, in connection with the calculation of the “liquidity coverage ratio” thereunder) or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender)Law, in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority Official Body (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, (A) there shall be any increase in the cost (other than Taxes) to the Administrative Facility Agent, any Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PartyPerson”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party Person hereunder), as the case may be, or (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Party Person under this Agreement, Agreement or under any other Transaction Document (other than as a result of Taxes), or (C) any Liquidity AgreementRecipient is subject to any Taxes (other than (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (z) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Administrative Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PartyPerson, pay to the Administrative Facility Agent, on behalf of such Affected PartyPerson, additional amounts sufficient to compensate such Affected Party Person for such increased costs or reduced payments within 10 thirty (30) days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) IfSubject to subsection (e) below, if, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender)Law, in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority Official Body (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, (A) there shall be any increase in the cost (other than Taxes) to the Administrative Facility Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PartyPerson”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party Person hereunder), as the case may be, or (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Party Person under this Agreement, Agreement or under any other Transaction Document Document, or (C) any Liquidity AgreementRecipient is subject to any Taxes (other than (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (z) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Administrative Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PartyPerson, pay to the Administrative Facility Agent, on behalf of such Affected PartyPerson, additional amounts sufficient to compensate such Affected Party Person for such increased costs or reduced payments within 10 days after such demandon the next Distribution Date in accordance with the priorities set forth in Section 8.3; provided provided, that the amounts payable under this Section 2.10 5.1 shall be (i) without duplication of amounts payable under Section 2.11 4.3, and shall not include (ii) due and payable on any Excluded Taxesgiven date only to the extent there are amounts available therefor pursuant to Section 8.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof Fifth Amendment Effective Date (or, with respect to the Agent (so long as WFS is the Agent) and Xxxxx Fargo, the Restatement Date) (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof Fifth Amendment Effective Date (or, with respect to the Agent (so long as WFS is the Agent) and Xxxxx Fargo, the Restatement Date) of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof Fifth Amendment Effective Date (or, with respect to the Agent (so long as WFS is the Agent) and Xxxxx Fargo, the Restatement Date) from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant (provided that a participant shall not be entitled to receive any greater payment under this Section 2.10 than the Lender would have been entitled to receive with respect to the participation sold to such participant), successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

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

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof Closing Date (including, without limitation, any change by way of imposition or increase of reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)) or liquidity requirements) in or in the interpretation, administration or application following the date hereof Closing Date of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto of any Lender under this Agreement being subject to any TaxTax (other than (A) Indemnified Taxes, except for (B) Taxes on described in clauses (b) through (d) of the overall net income definition of such LenderExcluded Taxes and (C) Connection Income Taxes)), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof Closing Date from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost (other than Taxes) to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity AgreementDocument, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 ten (10) days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof Closing Date (including, without limitation, any change by way of imposition or increase of reserve or liquidity requirements) in or in the interpretation, administration or application following the date hereof Closing Date of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof Closing Date from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demandon the immediately following Payment Date pursuant to Section 2.04; provided provided, that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof of any Applicable Law (including, without limitation, any law or regulation Applicable Law resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such LenderExcluded Taxes), in each case case, whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided provided, that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity AgreementDocument, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof Fifth Amendment Effective Date (or, with respect to the Agent (so long as Xxxxx Fargo is the Agent) and Xxxxx Fargo, the Restatement Date) (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof Fifth Amendment Effective Date (or, with respect to the Agent (so long as Xxxxx Fargo is the Agent) and Xxxxx Fargo, the Restatement Date) of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof Fifth Amendment Effective Date (or, with respect to the Agent (so long as Xxxxx Fargo is the Agent) and Xxxxx Fargo, the Restatement Date) from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant (provided that a participant shall not be entitled to receive any greater payment under this Section 2.10 than the Lender would have been entitled to receive with respect to the participation sold to such participant), successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Indemnified Taxes or Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof Original Closing Date (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof of any Applicable Law (including, without limitation, any law or regulation Applicable Law resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such LenderExcluded Taxes), in each case case, whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided provided, that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender)Law, in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority Official Body (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, (A) there shall be any increase in the cost to the Administrative Facility Agent, any Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PartyPerson”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party Person hereunder), as the case may be, or (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Party Person under this Agreement, Agreement or under any other Transaction Document Document, or (C) any Liquidity AgreementRecipient is subject to any Taxes (other than (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (z) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Administrative Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demandpursuant to Section 5.1(d), on behalf of such Affected PartyPerson, pay to the Administrative Facility Agent, on behalf of such Affected PartyPerson, additional amounts sufficient to compensate such Affected Party Person for such increased costs or reduced payments within 10 thirty (30) days after such demand; provided provided, that the amounts payable under this Section 2.10 5.1 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof Closing Date (including, including without limitation, limitation any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof Closing Date of any Applicable Law (including, including without limitation, limitation any law or regulation resulting in any interest payments paid to any the Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such the Lender), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof Closing Date from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any the Lender Agent, any Liquidity Bank or any Affiliate, participant (provided that a participant shall not be entitled to receive any greater payment under this Section 2.10 than the Lender would have been entitled to receive with respect to the participation sold to such participant), successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof Closing Date (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof Closing Date of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance by an Affected Party with any guideline or request following the date hereof Closing Date from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Facility Agent, any Lender, participant thereof (provided that a participant shall not be entitled to receive any greater payment under this Section 2.10 than the Lender Agent, any Liquidity Bank or any Affiliate, would have been entitled to receive with respect to the participation sold to such participant), successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, Agreement or under any other Transaction Document or any Liquidity AgreementDocument, the Borrower shall, from time to time, after written demand by the Administrative Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Facility Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demandin accordance with the priority of payments set forth in Section 2.04; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and 2.10(a) shall not include apply to any Indemnified Taxes or Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided provided, that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

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

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, Agreement or under any other Transaction Document or any Liquidity AgreementDocument, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender)Law, in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority Official Body (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, (A) there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PartyPerson”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party Person hereunder), as the case may be, or (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Party Person under this Agreement or under any other Transaction Document, or (C) any Recipient is 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 under this Agreement, under any or its deposits, reserves, other Transaction Document liabilities or any Liquidity Agreementcapital attributable thereto, then, in each case, the Borrower shall, from time to timetime but subject to Section 8.3, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand, together with documents evidencing the same), on behalf of such Affected PartyPerson, pay to the Administrative Agent, on behalf of such Affected PartyPerson, additional amounts sufficient to compensate such Affected Party Person for such increased costs or reduced payments within 10 thirty (30) days after such demand; provided provided, that the amounts payable under this Section 2.10 5.1 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender)Law, in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof (that did not exist prior to the date hereof) from any central bank or other Governmental Authority Official Body (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, (A) there shall be any increase in the cost (other than Taxes) to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participantLender, successor or assign thereof (each of which shall be an “Affected PartyPerson”) of agreeing to make or making, funding or maintaining any Advance Loan (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party Person hereunder), as the case may be, or (B) there shall be any reduction in the amount of any sum received or receivable (other than as a result of Taxes) by an Affected Party Person under this Agreement, Agreement or under any other Transaction Document Document, or (C) any Liquidity AgreementRecipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) 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, in each case, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demanddemand and confirmation from the Affected Person that such Affected Person is making similar demands from borrowers in loan arrangements that are similar in nature to this Agreement), on behalf of such Affected PartyPerson, pay to the Administrative Agent, on behalf of such Affected PartyPerson, additional amounts sufficient to compensate such Affected Party Person for such increased costs or reduced payments within 10 thirty (30) days after such demand; provided provided, that the amounts payable under this Section 2.10 5.1 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof Closing Date (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof Closing Date of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof Closing Date from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, participant thereof (provided that a participant shall not be entitled to receive any greater payment under this Section 2.10 than the Lender Agent, any Liquidity Bank or any Affiliate, would have been entitled to receive with respect to the participation sold to such participant), successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity AgreementDocument, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and 2.10(a) shall not include apply to any Indemnified Taxes or Excluded Taxes.. ‑90‑

Increased Costs Capital Adequacy. (ai) If, due to either (i) the introduction of or any change that becomes effective following the Existing Effective Date (with respect to DBNY or any Lender to which DBNY assigns any outstanding Advance) and the date hereof that a Lender becomes a Lender hereunder (with respect to such other Lender, such date, a “Lender Effective Date”) (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof Existing Effective Date or the Lender Effective Date, as applicable, of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender)Law, in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof Existing Effective Date or Lender Effective Date, as applicable, from any central bank or other Governmental Authority Official Body (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, (A) there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PartyPerson”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party Person hereunder), as the case may be, or (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Party Person under this Agreement or under any other Transaction Document, or (C) any Recipient is 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 under this Agreement, under any or its deposits, reserves, other Transaction Document liabilities or any Liquidity Agreementcapital attributable thereto, then, in each case, the Borrower shall, from time to timetime but subject to Section 8.3, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand, together with documents evidencing the same), on behalf of such Affected PartyPerson, pay to the Administrative Agent, on behalf of such Affected PartyPerson, additional amounts sufficient to compensate such Affected Party Person for such increased costs or reduced payments within 10 thirty (30) days after such demand; provided provided, that the EXHIBIT A TO AMENDMENT NO. 56 amounts payable under this Section 2.10 5.1 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant (provided that a participant shall not be entitled to receive any greater payment under this Section 2.10 than the Lender would have been entitled to receive with respect to the participation sold to such participant), successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction introductionimplementation of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve reserve, capital adequacy or liquidity requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law (including, including without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on limitation the overall net income of such LenderBasel III Regulations), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority Official Body (including without limitation in connection with the Basel III Regulations) (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, (A) there shall be any increase in the cost to the Administrative Facility Agent, any Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PartyPerson”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party Person hereunder), as the case may be, or (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Party Person under this Agreement, Agreement or under any other Transaction Document Document, or (C) any Liquidity AgreementRecipient is subject to any Taxes (other than (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (z) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, in each case, the Borrower shall, from time to time, after written demand by the Administrative Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PartyPerson,subject to receipt of a certificate delivered pursuant to Section 5.1(e) and the timing requirements thereof, pay to the Administrative Facility Agent, on behalf of such Affected PartyPerson, additional amounts sufficient to compensate such Affected Party Person for such increased costs or reduced payments within 10 days on the immediately following Distribution Date (to the extent of available funds) after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof Closing Date (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof Closing Date of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic, including under Basel III or XxxxDxxx-Xxxxx, or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or XxxxDxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank Agent or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity AgreementDocument, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 30 days after such demand; provided that that, the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and 2.09 shall not include Indemnified Taxes or any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof hereofClosing Date (including, without limitation, any change by way of imposition or increase of reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)) or liquidity requirements) in or in the interpretation, administration or application following the date hereof hereofClosing Date of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement Agreementloans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto of any Lender being subject to any Tax, except for (I) Taxes on the overall net income of such Lender)Lender)described in clauses (ii) through (iv) of the definition of Excluded Taxes, (II) Connection Income Taxes and (III) indemnified taxes paid under Section 2.11, in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof hereofClosing Date from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any LenderLender or, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (of any Lender, or sub-agent of the Administrative Agent (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this AgreementAgreement or under, under any other Transaction Document or any Liquidity AgreementDocument, the Borrower shall, from time to time, after written writtenthen on the Payment Date following demand by the Administrative Agent Agentsuch Affected Party (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of ofthe Borrower shall pay directly to such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, such additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided provided, that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

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

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof hereofOriginal Closing Date (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof of any Applicable Law (including, without limitation, any law or regulation Applicable Law resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such LenderExcluded Taxes), in each case case, whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided provided, that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof Original Closing Date (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof Original Closing Date of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof Original Closing Date from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided provided, that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement or any other Transaction Document being subject to any TaxTax including by reason of any change to the basis or rate of taxation on any payments, except for Taxes on the overall net income of such Lenderparty), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 thirty (30) days after such demand; provided provided, that the amounts payable under this Section 2.10 2.09 shall be without duplication of amounts payable under Section 2.11 2.10; provided, further, that an Affected Party claiming additional amounts under this Section 2.09 agrees to use commercially reasonable efforts (consistent with its internal policy and shall not include any Excluded Taxeslegal and regulatory restrictions) to designate a different lending office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Affected Party, be otherwise disadvantageous to such Affected Party.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender)Law, in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority Official Body (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, (A) there shall be any increase in the cost to the Administrative Facility Agent, any Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PartyPerson”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party Person hereunder), as the case may be, or (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Party Person under this Agreement, Agreement or under any other Transaction Document Document, or (C) any Liquidity AgreementRecipient is subject to any Taxes (other than (A) Indemnified Taxes, (B) 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, in each case, the Borrower shall, from time to time, after written demand by the Administrative Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PartyPerson, pay to the Administrative Facility Agent, on behalf of such Affected PartyPerson, additional amounts sufficient to compensate such Affected Party Person for such increased costs or reduced payments within 10 thirty (30) days after such demand; provided provided, that the amounts payable under this Section 2.10 5.1 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof Closing Date (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof Closing Date of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof Closing Date from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided provided, that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof Closing Date (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof Closing Date of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof Closing Date from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance or L/C Advance or issuing any Letter of Credit (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided provided, that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

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

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Indemnified Taxes on the overall net income of such Lenderand Excluded Taxes), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), 75 DMSLIBRARY01\32370595.v1 on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender)Law, in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof USActive 31637433.4 -71- from any central bank or other Governmental Authority Official Body (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, (A) there shall be any increase in the cost to the Administrative Facility Agent, any Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PartyPerson”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party Person hereunder), as the case may be, or (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Party Person under this Agreement, Agreement or under any other Transaction Document Document, or (C) any Liquidity AgreementRecipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) 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, in each case, the Borrower shall, from time to time, after written demand by the Administrative Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PartyPerson, pay to the Administrative Facility Agent, on behalf of such Affected PartyPerson, additional amounts sufficient to compensate such Affected Party Person for such increased costs or reduced payments within 10 thirty (30) days after such demand; provided provided, that the amounts payable under this Section 2.10 5.1 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender)Law, in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority Official Body (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, (A) there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participantLender, successor or assign thereof (each of which shall be an “Affected PartyPerson”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party Person hereunder), as the case may be, or (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Party Person under this Agreement, Agreement or under any other Transaction Document Document, or (C) any Liquidity AgreementRecipient is subject to any Taxes (other than (A) Indemnified Taxes, (B) 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, in each case, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PartyPerson, pay to the Administrative Agent, on behalf of such Affected PartyPerson, additional amounts sufficient to compensate such Affected Party Person for such increased costs or reduced payments within 10 thirty (30) days after such demand; provided provided, that the amounts payable under this Section 2.10 5.1 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender)Law, in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority Official Body (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, (A) there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participantLender, successor or assign thereof (each of which shall be an “Affected PartyPerson”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party Person hereunder), as the case may be, or (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Party Person under this Agreement, Agreement or under any other Transaction Document Document, or (C) any Liquidity AgreementRecipient is 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, in each case, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PartyPerson, pay to the Administrative Agent, on behalf of such Affected PartyPerson, additional amounts sufficient to compensate such Affected Party Person for such increased costs or reduced payments within 10 thirty (30) days after such demand; provided provided, that the amounts payable under this Section 2.10 5.1 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes4.3.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender the Note Purchaser under this Agreement being subject to any Taxtax, except for Taxes taxes on the overall net income of such Lenderthe Note Purchaser), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lenderthe Note Purchaser, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided provided, that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender)Law, in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority Official Body (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, (A) there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participantLender, successor or assign thereof (each of which shall be an “Affected PartyPerson”) of agreeing to make or making, funding or maintaining any Advance Loan (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party Person hereunder), as the case may be, or (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Party Person under this Agreement, Agreement or under any other Transaction Document Document, or (C) any Liquidity AgreementRecipient is subject to any Taxes (other than (1) Indemnified Taxes and (2) 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, in each case, the Borrower shall, from time to time, after written demand by the Administrative Agent with a copy to the Collateral Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected PartyPerson, pay to the Administrative Agent, on behalf of such Affected PartyPerson, additional amounts sufficient to compensate such Affected Party Person for such increased costs or reduced payments within 10 thirty (30) days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof Closing Date (including, including without limitation, limitation any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof Closing Date of any Applicable Law (including, including without limitation, limitation any law or regulation resulting in any interest payments paid to any the Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such the Lender), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof Closing Date from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any the Lender Agent, any Liquidity Bank or any Affiliate, participant (provided that a participant shall not be entitled to receive any greater payment under this Section 2,10 than the Lender would have been entitled to receive with respect to the participation sold to such participant), successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of update such Affected Party, pay to form or certification or promptly notify the Borrower and the Administrative Agent, on behalf Agent in writing of such Affected Party, additional amounts sufficient its legal inability to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxesdo so.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof Closing Date (including, without limitation, any change by way of imposition or increase of reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)) or liquidity requirements) in or in the interpretation, administration or application following the date hereof Closing Date of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto of any Lender under this Agreement being subject to any Tax, except for Tax (other than (A) Indemnified Taxes on the overall net income of such Lenderand (B) Excluded Taxes)), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance by an Affected Party with any guideline or request following the date hereof Closing Date from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost (other than Taxes) to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant thereof (provided that a participant shall not be entitled to receive any greater payment under this Section 2.10 than the Lender would have been entitled to receive with respect to the participation sold to such participant), successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity AgreementDocument, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that in accordance with the amounts payable under this priority of payments set forth in Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes2.04.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof Original Closing Date (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof of any Applicable Law (including, without limitation, any law or regulation Applicable Law resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such LenderExcluded Taxes), in each case case, whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “"Affected Party”") of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided provided, that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof (with respect to DBNY or any Lender to which DBNY assigns any outstanding Advance) and the date that a Lender becomes a Lender hereunder (with respect to such other Lender, such date, a “Lender Effective Date”) (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application arising following the date hereof or the Lender Effective Date, as applicable, of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender)Law, in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof or Lender Effective Date, as applicable, from any central bank or other Governmental Authority Official Body (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, (A) there shall be any increase in the cost to the Administrative Facility Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected PartyPerson”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party Person hereunder), as the case may be, or (B) there shall be any reduction in the amount of any sum received or receivable by an Affected Party Person under this Agreement or under any other Transaction Document, or (C) any Recipient is 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 under this Agreement, under any or its deposits, reserves, other Transaction Document liabilities or any Liquidity Agreementcapital attributable thereto, then, in each case, the Borrower shall, from time to timetime but subject to Section 8.3, after written demand by the Administrative Facility Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand, together with documents evidencing the same), on behalf of such Affected PartyPerson, pay to the Administrative Agent, on behalf of such Affected PartyPerson, additional amounts sufficient to compensate such Affected Party Person for such increased costs or reduced payments within 10 thirty (30) days after such demand; provided provided, that the amounts payable under this Section 2.10 5.1 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes4.3.

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

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change that becomes effective following the date hereof Fifth Amendment Effective Date (or, with respect to the Agent (so long as Xxxxx Fargo is the Agent) and Xxxxx Fargo, the Restatement Date) (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof Fifth Amendment Effective Date (or, with respect to the Agent (so long as Xxxxx Fargo is the Agent) and Xxxxx Fargo, the Restatement Date) of any Applicable Law (including, without limitation, any law or regulation resulting in any interest payments paid to any Lender under this Agreement being subject to any Tax, except for Taxes on the overall net income of such Lender), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, domestic or (ii) the compliance with any guideline or request following the date hereof Fifth Amendment Effective Date (or, with respect to the Agent (so long as Xxxxx Fargo is the Agent) and Xxxxx Fargo, the Restatement Date) from any central bank or other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant (provided that a participant shall not be entitled to receive any greater payment under this Section 2.10 than the Lender would have been entitled to receive with respect to the participation sold to such participant), successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance (or any reduction of the amount of any payment (whether of principal, interest, fee, compensation or otherwise) to any Affected Party hereunder), as the case may be, or there shall be any reduction in the amount of any sum received or receivable by an Affected Party under this Agreement, under any other Transaction Document or any Liquidity Agreement, the Borrower shall, from time to time, after written demand by the Administrative Agent (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), on behalf of such Affected Party, pay to the Administrative Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments within 10 days after such demand; provided that the amounts payable under this Section 2.10 shall be without duplication of amounts payable under Section 2.11 and shall not include any Excluded Taxes.