Common use of Increased Costs Capital Adequacy Clause in Contracts

Increased Costs Capital Adequacy. (a) Subject to the provisions of Section 2.18 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Tax on the overall net income of such Lender) with respect to this Agreement or any of its obligations hereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall pay to such Lender within 10 days upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder; provided that Borrower shall not be obligated to reimburse any Lender for such increase or reduction for any period 180 days prior to such Lender providing notice if such Lender was aware of the circumstances that existed which would cause such increase or reduction during such 180 day period. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.17(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Increased Costs Capital Adequacy. (a) Subject to the provisions of Section 2.18 2.20 (which shall be controlling with respect to the matters covered therebyTax matters), in the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19) shall reasonably determine (which determination shall, absent manifest demonstrable error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Tax on the overall net income of such Lender) with respect to this Agreement or any of its obligations hereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (iia) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit (including letters of credit) extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iiib) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender within 10 days Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole reasonable discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder; provided that Borrower shall not be obligated to reimburse any Lender for such increase or reduction for any period 180 days prior to such Lender providing notice if such Lender was aware of the circumstances that existed which would cause such increase or reduction during such 180 day period. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.17(a)2.19, which statement shall be conclusive and binding upon all parties hereto absent manifest demonstrable error.

Increased Costs Capital Adequacy. (a) Subject to the provisions of Section 2.18 (which shall be controlling with respect to the matters covered thereby)If, in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof due to either (i) the introduction of or any change in or to the interpretation of any law or regulation by the governmental authority that promulgated or administers compliance with such law or regulation (other than laws or regulations with respect to income taxes or any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentage) or (ii) the compliance with any guideline or request from any central bank or other fiscal, monetary or governmental authority, rating agency or quasi-governmental authority similar agency (whether or not having the force of law): (i) subjects such Lender (), and taking into account the obligations of the Liquidity Banks under the Liquidity Agreement, the obligations of CapMAC under the Surety Bonds and/or the Insurance Agreement, and the obligations of the L/C Bank under this Credit Agreement, the Letter of Credit and otherwise in connection with Triple-A's asset-supported financing business, any reserve or its deposit or similar requirement shall be imposed, modified or deemed applicable lending office) to or, any additional Tax (other than any Tax on the overall net income basis of such Lender) with respect to this Agreement or any of its obligations hereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees taxation shall be changed or any other amount payable hereunder; (ii) imposescondition shall be imposed, modifies or holds applicable and there shall be any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities increase in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender Triple-A (either directly or indirectly through any increase in the costs to the Liquidity Banks, CapMAC, or the L/C Bank) of making, funding, or maintaining Triple-A Loans or in the cost to Triple-A of agreeing to make, making fund, or maintain Triple-A Loans (including the reduction of any sum received or amount of principal or interest receivable under the Pledged Contracts), or in the cost to CapMAC or the L/C Bank of issuing, amending, renewing or extending, or making, funding or maintaining Loans hereunder any payments under, the Surety Bonds, the Insurance Agreement or the Letter of Credit, or in agreeing to reduce any amount received issue, amend, renew, or receivable by such Lender (extend, or its applicable lending office) with respect thereto; thenmake, in any such casefund or maintain payments under, the Surety Bonds, the Insurance Agreement or the Letter of Credit, then the Borrower shall from time to time, upon demand by Triple-A, CapMAC or the L/C Bank (as the case may be), by the submission of the certificate described below, pay to Triple-A, CapMAC or the L/C Bank (as the case may be), additional amounts sufficient to compensate Triple-A, CapMAC or the L/C Bank (as the case may be), for such Lender within 10 days upon receipt of the statement referred to increased cost; provided, however, that in the next sentence, such additional amount or amounts (in the form -------- ------- case of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost incurred solely as a result of compliance with any guideline or reduction in request of any rating agency, the Borrower's obligation to pay any additional amounts received or receivable hereunder; provided identified on the certificate described below by way of compensation shall neither accrue, nor become due and payable, prior to the 90th day following the Borrower's receipt of such certificate (it being understood that the Borrower shall not be obligated have no obligation to reimburse pay any Lender for such increase additional amount incurred solely as a result of a guideline or reduction for request of a rating agency if all outstanding Triple-A Loans and any period 180 days other amounts outstanding hereunder are repaid in full and in cash, and the Borrower shall have terminated the obligations of the other parties hereto, prior to such Lender providing notice if 90th day following the Borrower's receipt of such Lender was aware of the circumstances that existed which would cause such increase or reduction during such 180 day periodcertificate). Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, A certificate setting forth in reasonable detail the basis for calculating amount of such increased cost submitted to the additional amounts owed to such Lender under this Section 2.17(aBorrower by Triple- A, CapMAC or the L/C Bank (as the case may be), which statement or the Administrative Agent on behalf of Triple-A shall be conclusive and binding upon for all parties hereto purposes, absent manifest error.

Increased Costs Capital Adequacy. (a) Subject to the provisions of Section 2.18 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective If after the date hereof, any Affected Party shall be charged any fee, expense or compliance increased cost on account of the adoption of any Applicable Law (including any Applicable Law regarding capital adequacy or liquidity), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by such Lender with any guidelineGovernmental Authority, request or directive issued or made after the date hereof by Financial Accounting Standards Board, any central bank or other governmental any comparable agency charged with the interpretation or quasi-governmental authority 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 such Lender (or its applicable lending office) any Affected Party to any additional Tax charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (other than any Tax except for changes in the rate of tax on the overall net income of such Lenderan Affected Party or taxes excluded by Section 2.13) with respect to this Agreement or any of its obligations hereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) that imposes, modifies or holds deems applicable any reserve (including any marginalreserve, emergencyassessment, supplementalinsurance charge, special or other reserve), special deposit, compulsory loan, FDIC insurance deposit or similar requirement against assets held byof, or deposits or other liabilities in with or for the account ofof an Affected Party, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect by an Affected Party pursuant to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); a Transaction Document or (iii) that imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing which is to increase the cost to such Lender an Affected Party of agreeing to makeperforming its obligations under a Transaction Document, making or maintaining Loans hereunder 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 amount sum received or receivable by such Lender (an Affected Party under a Transaction Document or its applicable lending office) with respect thereto; to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, in any such caseupon demand by the applicable Lender to the Borrower, with a copy to the Servicer, the Documentation Agent and the applicable Managing Agent, the Borrower shall pay pay, in accordance with the Priority of Payments, to the Paying Agent, for payment to any applicable Lenders for the benefit of the relevant Affected Party, such amounts charged to such Lender within 10 days upon receipt of the statement referred Affected Party or such amounts to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction 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 amounts received each case pursuant to Basel III, each are deemed to have been adopted or receivable hereunder; provided that Borrower shall not be obligated to reimburse any Lender for such increase or reduction for any period 180 days prior to such Lender providing notice if such Lender was aware changed after the date hereof, regardless of the circumstances that existed which would cause such increase date the same were adopted or reduction during such 180 day period. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.17(a), which statement shall be conclusive and binding upon all parties hereto absent manifest errorchanged.

Increased Costs Capital Adequacy. (a) Subject If, due to either (i) the provisions introduction of Section 2.18 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application thereof (including the introduction of any new lawlaw or regulation (including, treaty without limitation, any law or governmental rule, regulation or order), resulting in any interest payments paid to a Lender under this Agreement being subject to United States withholding tax) or any determination guideline of any accounting board or authority (whether or not a court part of government) which is responsible for the establishment or governmental authorityinterpretation of national or international accounting principles, in each case that becomes effective after whether foreign or domestic or (ii) the date hereof, or compliance by such Lender with any guideline, guideline or request or directive issued or made after the date hereof by from any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): ), there shall be any increase in the cost to the Agent, the Lender, or any Affiliate, successor or assign thereof (ieach of which shall be an “Affected Party”) subjects such Lender of agreeing to make or making, funding or maintaining any Loan (or its applicable lending office) to any additional Tax reduction of the amount of any payment (other than any Tax on the overall net income of such Lender) with respect to this Agreement or any of its obligations hereunder or any payments to such Lender (or its applicable lending office) whether of principal, interest, fees fee, compensation or otherwise) to any Affected Party hereunder), as the case may be (“Increased Costs”), the Borrower shall, from time to time, within fifteen (15) days after written demand complying with Section 2.09(c) by the Agent, on behalf of such Affected Party, pay to the Agent, on behalf of such Affected Party, additional amounts sufficient to compensate such Affected Party for such increased costs or reduced payments; provided, however, that such Affected Party shall use reasonable efforts in good faith to mitigate any such Increased Costs including such increased costs as may result from regulatory changes effecting the cost of issuing commercial paper to any Lender. For the avoidance of doubt, any future interpretation and application of Financial Accounting Standards Board Interpretation No. 46 or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for interpretation of Accounting Research Bulletin No. 51 by the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected Financial Accounting Standards Board shall constitute a change in the definition interpretation, administration or application of Adjusted Eurodollar Rate); a guideline subject to this Section 2.11(a) to the extent such interpretation or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to makeapplication may cause Increased Costs, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall pay to such Lender within 10 days upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder; provided that Borrower shall not be obligated to reimburse any Lender for such increase or reduction for any period 180 days prior to such Lender providing notice if such Lender was aware of the circumstances that existed which would cause such increase or reduction during such 180 day period. Such Lender shall deliver have used reasonable efforts in good faith to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to mitigate such Lender under this Section 2.17(a), which statement shall be conclusive and binding upon all parties hereto absent manifest errorIncreased Costs.

Increased Costs Capital Adequacy. (a) Subject to the provisions of Section 2.18 2.15 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Tax on the overall net income of such Lender) with respect to this Agreement or any of its obligations hereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Loans bearing interest based upon the Adjusted Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Borrowers shall promptly pay to such Lender within 10 days Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder; provided that Borrower shall not be obligated to reimburse any Lender for such increase or reduction for any period 180 days prior to such Lender providing notice if such Lender was aware of the circumstances that existed which would cause such increase or reduction during such 180 day period. Such Lender shall deliver to Borrower Borrowers (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.17(a2.14(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Increased Costs Capital Adequacy. (a) Subject to the provisions of Section 2.18 2.20 (which shall be controlling with respect to the matters covered therebyTax matters), in the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19) shall reasonably determine (which determination shall, absent manifest demonstrable error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Tax on the overall net income of such Lender) with respect to this Agreement or any of its obligations hereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (iia) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit (including letters of credit) extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iiib) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender within 10 days Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole reasonable discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder; provided that Borrower shall not be obligated to reimburse any Lender for such increase or reduction for any period 180 days prior to such Lender providing notice if such Lender was aware of the circumstances that existed which would cause such increase or reduction during such 180 day period. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.17(a)2.19, CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A which statement shall be conclusive and binding upon all parties hereto absent manifest demonstrable error.

Increased Costs Capital Adequacy. (a) Subject to the provisions of Section 2.18 (which shall be controlling with respect to the matters covered thereby)If, in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof due to either (i) the introduction of or any change in or to the interpretation of any law or regulation by the governmental authority that promulgated or administers compliance with such law or regulation (other than laws or regulations with respect to income taxes or any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentage) or (ii) the compliance with any guideline or request from any central bank or other fiscal, monetary or governmental authority, rating agency or quasi-governmental authority similar agency (whether or not having the force of law): ), and taking into account the obligations of the Liquidity Banks under the Liquidity Agreement, the obligations of CapMAC under the Surety Bonds and/or the Insurance Agreement and otherwise in connection with Triple-A's asset-supported financing business, any reserve or deposit or similar requirement shall be imposed, modified or deemed applicable or, any basis of taxation shall be changed or any other condition shall be imposed, and there shall be any increase in the cost to Triple-A (either directly or indirectly through any increase in the costs to the Liquidity Banks or CapMAC) of (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Tax on the overall net income of such Lender) with respect to this Agreement or any of its obligations hereunder or any payments to such Lender (or its applicable lending office) of principalmaking, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held byfunding, or deposits maintaining Triple-A Loans or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender Triple-A of agreeing to make, making fund, or maintain Triple-A Loans (including the reduction of any sum received or amount of principal or interest receivable under the Equity Advances), or of (ii) issuing, or making, funding or maintaining Loans hereunder any payments under, the Surety Bonds or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; the Insurance Agreement, then, in any such case, the Borrower shall from time to time, upon demand by Triple-A or CapMAC (as the case may be), by the submission of the certificate described below, pay to such Lender within 10 days upon receipt of Triple-A or CapMAC (as the statement referred to in the next sentencecase may be), such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary sufficient to compensate such Lender Triple-A or CapMAC (as the case may be), for any such increased cost or reduction in amounts received or receivable hereunder; provided that Borrower shall not be obligated to reimburse any Lender for such increase or reduction for any period 180 days prior to such Lender providing notice if such Lender was aware of the circumstances that existed which would cause such increase or reduction during such 180 day periodcost. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, A certificate setting forth in reasonable detail the basis for calculating amount of such increased cost submitted to the additional amounts owed to such Lender under this Section 2.17(aBorrower by Triple-A or CapMAC (as the case may be), which statement or the Administrative Agent on behalf of Triple-A shall be conclusive and binding upon for all parties hereto purposes, absent manifest error.

Increased Costs Capital Adequacy. (a) Subject to the provisions of Section 2.18 2.20 (which shall be controlling with respect to the matters covered therebyTax matters), in the event that any Lender shall reasonably determine (which determination shall, absent manifest demonstrable error, be final and conclusive and binding upon all parties hereto) that any law, treaty or SENIOR UNSECURED TERM LOAN EXECUTION AND GUARANTY AGREEMENT 838278-New York Server 7A 41 governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereofClosing Date, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Tax on the overall net income of such Lender) with respect to this Agreement or any of its obligations hereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (iia) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit (including letters of credit) extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iiib) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Term Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender within 10 days Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole reasonable discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder; provided that Borrower shall not be obligated to reimburse any Lender for such increase or reduction for any period 180 days prior to such Lender providing notice if such Lender was aware of the circumstances that existed which would cause such increase or reduction during such 180 day period. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statementStatement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.17(a)2.19, which statement shall be conclusive and binding upon all parties hereto absent manifest demonstrable error.

Increased Costs Capital Adequacy. (a) Subject If, due to either (i) -------------------------------- the provisions introduction of Section 2.18 or any change (which shall be controlling with respect to the matters covered thereby)other than any change by way of imposition or increase of reserve requirements, in the event that any Lender shall determine (which determination shallcase of LIBOR Rate Advances, absent manifest error, be final and conclusive and binding upon all parties heretoincluded in the LIBOR Rate Reserve Percentage) that any law, treaty or governmental rule, regulation or order, or any change therein in or in the interpretation, administration or application thereof (including the introduction interpretation of any new law, treaty law or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after (ii) the date hereof, or compliance by such Lender with any guideline, guideline or request or directive issued or made after the date hereof by from any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) ), there shall be any increase in the cost to any additional Tax Bank of agreeing to make or making, funding or maintaining LIBOR Rate Advances (other than any Tax on the overall net income without duplication of such Lender) with respect to this Agreement or any of its obligations hereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees made under Section 3.05 or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserveprovision of this Agreement), special depositthen the Borrower shall from time to time, compulsory loanupon demand by such Bank (with a copy of such demand to the Agent), FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or pay to the Agent for the account ofof such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that the Borrower shall only be liable for such additional costs incurred by such Bank for the period commencing thirty (30) days after the date of notice from such Bank to the Borrower of such additional amounts; and provided further, that subject to Section 2. 10, the Borrower may elect to convert outstanding LIBOR Rate Advances into Prime Rate Advances, in accordance with Section 2.09. (b) If any Bank determines that compliance with any law or advances regulation or loans by, any guideline or request from any central bank or other credit extended bygovernmental authority, enacted after the date of this Agreement, or any other acquisition new interpretation of funds byan existing law, regulation, guideline or request (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Bank or any office corporation controlling such Bank and that the amount of such Lender (capital is increased by or based upon the existence of such Bank's Commitment to lend hereunder and other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition commitments of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to makethis type, making or maintaining Loans hereunder or to reduce any amount received or receivable then, upon demand by such Lender Bank (or its applicable lending office) with respect thereto; thena copy of such demand to the Agent), in any such case, the Borrower shall pay to the Agent for the account of such Lender within 10 days upon receipt of the statement referred Bank, from time to in the next sentencetime as specified by such Bank, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary sufficient to compensate such Lender Bank or such corporation in the light of such circumstances for any such increased cost or reduction in amounts received or receivable hereundercapital requirement; provided that the Borrower shall not only be obligated to reimburse any Lender liable for such increase or reduction additional costs incurred by such Bank for any the period 180 commencing thirty (30) days prior after the date of notice from such Bank to the Borrower of such Lender providing notice if such Lender was aware of additional amounts; and provided further, that subject to Section 2.10, the circumstances that existed which would cause such increase or reduction during such 180 day period. Such Lender shall deliver Borrower may elect to Borrower (convert outstanding LIBOR Rate Advances into Prime Rate Advances in accordance with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.17(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error2.09.

Increased Costs Capital Adequacy. (a) Subject to the provisions of Section 2.18 SECTION 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include Issuing Bank for purposes of this SECTION 2.19) shall reasonably determine (which determination shall, absent manifest demonstrable error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): (ia) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Tax on the overall net income of such Lender) with respect to this Agreement hereto or any of its obligations hereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (iib) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit (including letters of credit) extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iiic) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower Company shall promptly pay to such Lender within 10 days Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole reasonable discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder; provided that Borrower shall not be obligated to reimburse any Lender for such increase or reduction for any period 180 days prior to such Lender providing notice if such Lender was aware of the circumstances that existed which would cause such increase or reduction during such 180 day period. Such Lender shall deliver to Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.17(a)SECTION 2.19, which statement shall be conclusive and binding upon all parties hereto absent manifest demonstrable error.

Increased Costs Capital Adequacy. (a) Subject to the provisions of Section 2.18 4.11 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityGovernmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax tax (other than any Tax tax on the overall net income of such LenderLender or withholding taxes payable in respect of interest or fees hereunder) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax tax matter, which shall be subject to the provisions of Section 4.11) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender within 10 days Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder; provided that Borrower shall not be obligated to reimburse any Lender for such increase or reduction for any period 180 days prior to such Lender providing notice if such Lender was aware of the circumstances that existed which would cause such increase or reduction during such 180 day period. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.17(a4.10(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Increased Costs Capital Adequacy. (a) Subject to the provisions of Section 2.18 2.10 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereofClosing Date, or compliance by such Lender Affected Party with any guideline, request or directive issued or made after the Closing Date (or if later, the date hereof such party becomes an Affected Party hereunder) by any central bank bank, accounting authority or other governmental or quasi-quasi governmental authority (whether or not having the force of law): ) (i) subjects such Lender Affected Party (or its applicable lending office) to any additional Tax (other than any a Tax imposed on or measured by the overall net income or net profits of such LenderAffected Party pursuant to the Laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Affected Party is located or any subdivision thereof or therein) with respect to this Agreement or any of the other Transaction Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance insurance, risk based assessment or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender Affected Party (other than any such reserve or other requirements with respect to Eurodollar Rate Loans Advances that are reflected in the definition of Adjusted Eurodollar LIBO Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to make, making or maintaining Loans Advances hereunder or Support Advances with respect thereto or to reduce any amount received or receivable by such Lender Affected Party (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall pay from time to time, on each Settlement Date after receipt by the Borrower from such Lender within 10 days upon receipt Affected Party of the statement referred to in the next sentence, shall pay in accordance with the Priority of Payments such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender Affected Party in its sole reasonable discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunder; provided that Borrower shall not be obligated to reimburse any Lender for such increase or reduction for any period 180 days prior to such Lender providing notice if such Lender was aware of the circumstances that existed which would cause such increase or reduction during such 180 day period. Such Lender Affected Party shall deliver to the Borrower (with a copy to the Servicer and Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Affected Party under this Section 2.17(a2.09(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error; provided, that no Lender shall be entitled to compensation under this Section 2.09(a) for amounts incurred or reductions suffered more than 270 days prior to the date of delivery of such written statement.

Increased Costs Capital Adequacy. (a1) Subject to the provisions of Section 2.18 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authorityGovernmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Tax on the overall net income of such Lender) with respect to this Agreement or any of its obligations hereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall pay to such Lender within 10 days upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder; provided that Borrower shall not be obligated to reimburse any Lender for such increase or reduction for any period 180 days prior to such Lender providing notice if such Lender was aware of the circumstances that existed which would cause such increase or reduction during such 180 day period. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.17(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.or

Increased Costs Capital Adequacy. (a) Subject to the provisions of Section 2.18 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective If after the date hereof, any Affected Party shall be charged any fee, expense or compliance increased cost on account of the adoption of any Applicable Law (including any Applicable Law regarding capital adequacy or liquidity), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by such Lender with any guidelineGovernmental Authority, request or directive issued or made after the date hereof by Financial Accounting Standards Board, any central bank or other governmental any comparable agency charged with the interpretation or quasi-governmental authority 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 such Lender (or its applicable lending office) any Affected Party to any additional Tax charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (other than any Tax except for changes in the rate of tax on the overall net income of such Lenderan Affected Party or taxes excluded by Section 2.13) with respect to this Agreement or any of its obligations hereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) that imposes, modifies or holds deems applicable any reserve (including any marginalreserve, emergencyassessment, supplementalinsurance charge, special or other reserve), special deposit, compulsory loan, FDIC insurance deposit or similar requirement against assets held byof, or deposits or other liabilities in with or for the account ofof an Affected Party, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect by an Affected Party pursuant to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); a Transaction Document or (iii) that imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing which is to increase the cost to such Lender an Affected Party of agreeing to makeperforming its obligations under a -13- Transaction Document, making or maintaining Loans hereunder 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 amount sum received or receivable by such an Affected Party under a Transaction Document or to require any payment 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 its an Agent to the Borrower, with a copy to the Servicer, the Documentation Agent and the applicable lending office) with respect thereto; thenManaging Agent, the Borrower shall pay, in accordance with the Priority of Payments, to the 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 case, Borrower shall pay amounts charged to such Lender within 10 days upon receipt of the statement referred Affected Party or such amounts to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction 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 amounts received each case pursuant to Basel III, are deemed to have been adopted or receivable hereunder; provided that Borrower shall not be obligated to reimburse any Lender for such increase or reduction for any period 180 days prior to such Lender providing notice if such Lender was aware changed after the date hereof, regardless of the circumstances that existed which would cause such increase date the same were adopted or reduction during such 180 day period. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.17(a), which statement shall be conclusive and binding upon all parties hereto absent manifest errorchanged.

Increased Costs Capital Adequacy. The Borrower agrees that if: (a) Subject to the provisions of Section 2.18 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof, Bank shall have determined that the adoption of any applicable law, rule or reegulation or any change therein, or any change in the interpretation or administration thereof by any court or any administrative or governmental authority or central bank or comparable agency charged with interpretation or administration thereof (or compliance by such Lender Bank with any guideline, request or directive issued of any such court, authority or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): )), shall either impose, affect, modify or deem applicable any reserve, special deposit, capital maintenance or similar requirement against the Loan or the participation of Bank therein or impose on Bank any other condition regarding the Loan, or (ib) subjects such Lender after the date, Bank shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any court or any administrative or governmental authority or central bank or comparable agency charged with the interpretation or administration thereof (or its compliance by Bank with any request or directive regarding capital adequacy (whether or not having the force of law)) of any such authority, central bank or comparable agency, relating generically to loans of the category applicable lending officeto the Loan, or (c) there shall occur any change after the date in the basis of taxation of payments to Bank of any additional Tax amount owing to the Bank hereunder (other than any Tax except for a change in the rate of taxation on the overall net income of such Lender) with respect to this Agreement or any of its obligations hereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserveBank), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is event referred to in subsection (a), (b) or (c) above shall be to increase the cost to such Lender Bank of agreeing to make, making or maintaining Loans hereunder the Loan or to reduce any amount received the rate of return on capital with respect to the Loan to a level below that which the Loan could have achieved but for such adoption, change or receivable by such Lender compliance (or its applicable lending office) and, with respect to capital adequacy, taking into consideration Bank's internal policies with respect thereto; ), then, in within 30 days of demand by Bank (which shall be made within 180 days of the occurrence of any such caseevent referred to in clause (a), (b) and (c) above), Borrower shall pay to Bank additional amounts which shall be sufficient to compensate Bank for such Lender within 10 increased cost, tax or reduced rate of return, together with interest on such amount from the date fifteen days upon receipt of after the statement date Borrower receives the statement(s) referred to in the next sentence, such additional amount or amounts (in sentence to the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any date Borrower pays such increased cost cost, tax or reduction reduced rate of return in amounts received or receivable hereunder; provided that Borrower shall not be obligated to reimburse any Lender for such increase or reduction for any period 180 days prior to such Lender providing notice if such Lender was aware full at the Prime Rate. At the request of the circumstances that existed which would cause such increase or reduction during such 180 day period. Such Lender Borrower, Bank shall deliver to Borrower (with a copy to Administrative Agent) a written statement, statement setting forth in reasonable detail the basis for calculating requesting such compensation and the additional amounts owed to method for determining the amount thereof. Any such Lender under this Section 2.17(a), which statement shall be conclusive and binding upon all parties hereto as to the amounts of increased cost in funding or maintaining the Loan absent manifest error.

Increased Costs Capital Adequacy. (a) Subject to the provisions of Section 2.18 2.19 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Tax on the overall net income of such Lender) with respect to this Agreement or any of its obligations hereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) ii imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iii) ii imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender within 10 days Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender on an after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder; provided that Borrower shall not be obligated to reimburse any Lender for such increase or reduction for any period 180 days prior to such Lender providing notice if such Lender was aware of the circumstances that existed which would cause such increase or reduction during such 180 day period. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.17(a2.18(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Increased Costs Capital Adequacy. (a) Subject to If, after the provisions date of Section 2.18 (which shall be controlling with respect to this Agreement, the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, adoption of or any change therein in any law or regulation or in the interpretation, administration interpretation or application thereof (including the introduction of by any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof, Governmental Authority or compliance by such Lender any Bank with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date of this Agreement (provided that the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, Basel III and all requests, rules, guidelines or directives under, or issued in connection with, the foregoing shall be deemed for all purposes of this Section 4.1 to be a change in Requirements of Law, regardless of the date enacted, adopted or issued): (i) subjects such Lender shall (or its applicable lending officeA) subject any Bank to any additional Tax (other than any Tax on the overall net income of such Lender) Taxes with respect to this Agreement Agreement, or any (B) change the basis of its obligations hereunder or any taxation of payments to such Lender Bank in respect thereof (or its applicable lending officeexcept, in each case of (A) and (B), for Indemnified Taxes, Connection Income Taxes and Taxes described in clauses (ii) through (v) of principal, interest, fees or any other amount payable hereunderthe definition of Excluded Taxes); (ii) imposesshall impose, modifies modify or holds hold applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or advances, loans by, or other extensions of credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans Bank that are reflected is not otherwise included in the definition determination of Adjusted Eurodollar Ratethe applicable Term SOFR rate hereunder (except for amounts covered by any other Section hereof); or (iii) imposes shall impose on such Bank any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank marketcondition; and the result of any of the foregoing is to increase the actual cost to such Lender Bank, by an amount that such Bank deems to be material, of agreeing to makemaking, making converting into, continuing or maintaining SOFR Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with hereunder in respect thereto; thereof, then, in any such case, the Borrower shall promptly pay to such Lender within 10 days Bank, upon receipt of the statement referred to its demand in the next sentencemanner set forth in Section 4.7(b), any additional amounts, computed by such additional amount or amounts (Bank in the form of an increased rate ofaccordance with Section 4.7(a), or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender Bank for any such actual increased cost or reduction in amounts received reduced amount receivable that is attributable to Loans (to the extent that such Bank has not already been compensated or receivable hereunder; provided that Borrower shall not be obligated to reimburse any Lender reimbursed for such increase or reduction for amounts pursuant to any period 180 days prior other provision of this Agreement). If any Bank becomes entitled to such Lender providing notice if such Lender was aware claim any additional amounts pursuant to this Section 4.1(a) from the Borrower, it shall promptly notify the Borrower, through the Administrative Agent, of the circumstances that existed event by reason of which would cause such increase or reduction during such 180 day period. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting it has become so entitled in the manner set forth in reasonable detail Section 4.7(b). (b) If any Bank determines in good faith that the basis for calculating introduction of or any change in or in the additional amounts owed to interpretation or application by any Governmental Authority of any law or regulation regarding capital adequacy or liquidity after the date of this Agreement or compliance by such Lender under Bank or any corporation controlling such Bank with any law or regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made or issued after the date of this Section 2.17(a)Agreement does or shall have the effect, which statement shall be conclusive and binding upon all parties hereto absent manifest error.as a result