Common use of Increased Capital Clause in Contracts

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued after the Closing Date affects or would affect the amount of capital required or expected to be maintained by Agent, Swingline Lender, Issuing Lender or such Lender or any corporation controlling Agent, Swingline Lender, Issuing Lender or such Lender, and Agent, Swingline Lender, Issuing Lender or such Lender determines that the amount of such capital is increased by or based upon the existence of the obligations of Agent, Swingline Lender, Issuing Lender or such Lender, then, upon demand by Agent, Swingline Lender, Issuing Lender or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing Lender or such Lender, from time to time as specified by Agent, Swingline Lender, Issuing Lender or such Lender, additional amounts sufficient to compensate Agent, Swingline Lender, Issuing Lender or such Lender in light of such circumstances, to the extent that Agent, Swingline Lender, Issuing Lender or such Lender reasonably determines such increase in capital to be allocable to the existence of the obligations of Agent, Swingline Lender, Issuing Lender or such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstances. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or such Lender shall, in the absence of manifest error, be conclusive and binding for all purposes.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with determines that any guideline Change in Law regarding capital or request from any central bank liquidity ratios or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued after the Closing Date affects requirements has or would affect have the amount effect of reducing the rate of return on such Lender’s capital required or expected on the capital of such Lender’s holding company (if any) to be maintained by Agent, Swingline Lender, Issuing Lender or a level below that which such Lender or any corporation controlling Agent, Swingline Lender, Issuing Lender or such Lender’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), and Agent, Swingline Lender, Issuing Lender or such Lender determines that (ii) the amount of such capital or liquidity is increased by or based upon the making or maintenance by any Lender of its Loans or other advances made hereunder or the existence of any Lender’s obligation to make Loans, then, in any such case, upon written demand by such Lender (with a copy of such demand to the obligations of Administrative Agent, Swingline Lender, Issuing ) from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender, then, upon demand by Agent, Swingline Lender, Issuing ’s holding company for any such reduction suffered. The Borrower shall not be required to pay such additional amounts unless such amounts are the result of requirements imposed generally on lenders similar to such Lender and not the result of some specific reserve or similar requirement imposed on such Lender as a result of such Lender, Borrower ’s special circumstances. Such demand shall immediately pay be accompanied by a statement as to Agent, Swingline Lender, Issuing Lender or such Lender, from time to time as specified by Agent, Swingline Lender, Issuing Lender or such Lender, additional amounts sufficient to compensate Agent, Swingline Lender, Issuing Lender or such Lender in light the amount of such circumstances, to the extent that Agent, Swingline Lender, Issuing Lender or such Lender reasonably determines such increase in capital to be allocable to the existence compensation and include a brief summary of the obligations of Agent, Swingline Lender, Issuing Lender or basis for such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstancesdemand. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or such Lender shall, in the absence of manifest error, Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company (aif any) If either to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company would have achieved but for such Change in Law (i) taking into consideration such Lender’s or the introduction Issuing Bank’s policies and the policies of such Lender’s or any change in or in the interpretation of any law or regulation or Issuing Bank’s holding company with respect to capital adequacy and liquidity), and (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued after the Closing Date affects or would affect the amount of capital required or expected to be maintained by Agent, Swingline Lender, Issuing Lender or such Lender or any corporation controlling Agent, Swingline Lender, Issuing Lender or such Lender, and Agent, Swingline Lender, Issuing Lender or such Lender determines that the amount of such capital or liquidity is increased by or based upon (A) the making or maintenance by any Lender of its Loans, including any Alternative Currency Loans, any Lender’s participation in or obligation to participate in the Loans, including the Alternative Currency Loans, Letters of Credit or other advances made hereunder or the existence of any Lender’s obligation to make Loans or Alternative Currency Loans, or (B) the obligations issuance or maintenance by any Lender of, or the existence of Agentany Lender’s obligation to issue, Swingline Lender, Issuing Lender or such LenderLetters of Credit, then, in any such case, upon written demand by such Lender (with a copy of such demand to the Administrative Agent, Swingline Lender, Issuing Lender or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing Lender or such Lender, ) from time to time the Borrower will pay to such Lender or the Issuing Bank, as specified by Agentthe case may be, Swingline Lender, such additional amount or amounts as will compensate such Lender or the Issuing Lender Bank or such Lender, ’s or the Issuing Bank’s holding company for any such reduction suffered. The Borrower shall not be required to pay such additional amounts sufficient unless such amounts are the result of requirements imposed generally on lenders similar to compensate Agent, Swingline Lender, Issuing such Lender or the Issuing Bank and not the result of some specific reserve or similar requirement imposed on such Lender in light or the Issuing Bank as a result of such Lender’s or the Issuing Bank’s special circumstances, . Such demand shall be accompanied by a statement as to the extent that Agent, Swingline Lender, Issuing Lender or amount of such Lender reasonably determines such increase in capital to be allocable to the existence compensation and include a brief summary of the obligations of Agent, Swingline Lender, Issuing Lender or basis for such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstancesdemand. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or such Lender shall, in the absence of manifest error, Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrower or any Qualified Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender or the Issuing Bank determines that any Lender with any guideline Change in Law regarding capital or request from any central bank liquidity ratios or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued after the Closing Date affects requirements has or would affect have the amount effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital required or expected on the capital of such Lender’s or the Issuing Bank’s holding company (if any) to be maintained by Agent, Swingline Lender, Issuing Lender or a level below that which such Lender or any corporation controlling Agent, Swingline Lender, the Issuing Lender Bank or such Lender’s or the Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity), and Agent, Swingline Lender, Issuing Lender or such Lender determines that the amount of such capital or liquidity is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender’s participation in or obligation to participate in the Loans, Letters of Credit or other advances made hereunder or the existence of any Lender’s obligation to make Loans, or (B) the obligations issuance or maintenance by any Lender of, or the existence of Agentany Lender’s obligation to issue, Swingline Lender, Issuing Lender or such LenderLetters of Credit, then, in any such case, upon written demand by such Lender (with a copy of such demand to the Administrative Agent, Swingline Lender, Issuing Lender or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing Lender or such Lender, ) from time to time the Borrower will pay to such Lender or the Issuing Bank, as specified by Agentthe case may be, Swingline Lender, such additional amount or amounts as will compensate such Lender or the Issuing Lender Bank or such Lender, ’s or the Issuing Bank’s holding company for any such reduction suffered. The Borrower shall not be required to pay such additional amounts sufficient unless such amounts are the result of requirements imposed generally on lenders similar to compensate Agent, Swingline Lender, Issuing such Lender or the Issuing Bank and not the result of some specific reserve or similar requirement imposed on such Lender in light or the Issuing Bank as a result of such Lender’s or the Issuing Bank’s special circumstances, . Such demand shall be accompanied by a statement as to the extent that Agent, Swingline Lender, Issuing Lender or amount of such Lender reasonably determines such increase in capital to be allocable to the existence compensation and include a brief summary of the obligations of Agent, Swingline Lender, Issuing Lender or basis for such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstancesdemand. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or such Lender shall, in the absence of manifest error, Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrower or any Qualified Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with determines that any guideline Change in Law regarding capital or request from any central bank liquidity ratios or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued after the Closing Date affects requirements has or would affect have the amount effect of reducing the rate of return on such Lender’s capital required or expected on the capital of such Lender’s holding company (if any) to be maintained by Agent, Swingline Lender, Issuing Lender or a level below that which such Lender or any corporation controlling Agent, Swingline Lender, Issuing Lender or such Lender’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), and Agent, Swingline Lender, Issuing Lender or such Lender determines that (ii) the amount of such capital or liquidity is increased by or based upon the making or maintenance by any Lender of its Loans or other advances made hereunder or the existence of any Lender’s obligation to make Loans, then, in any such case, upon written demand by such Lender (with a copy of such demand to the obligations of Administrative Agent, Swingline Lender, Issuing ) from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender, then, upon demand by Agent, Swingline Lender, Issuing ’s holding company for any such reduction suffered. The Borrowers shall not be required to pay such additional amounts unless such amounts are the result of requirements imposed generally on lenders similar to such Lender and not the result of some specific reserve or similar requirement imposed on such Lender as a result of such Lender, Borrower ’s special circumstances. Such demand shall immediately pay be accompanied by a statement as to Agent, Swingline Lender, Issuing Lender or such Lender, from time to time as specified by Agent, Swingline Lender, Issuing Lender or such Lender, additional amounts sufficient to compensate Agent, Swingline Lender, Issuing Lender or such Lender in light the amount of such circumstances, to the extent that Agent, Swingline Lender, Issuing Lender or such Lender reasonably determines such increase in capital to be allocable to the existence compensation and include a brief summary of the obligations of Agent, Swingline Lender, Issuing Lender or basis for such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstancesdemand. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or such Lender shall, in the absence of manifest error, Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender notifies the Borrowers of the Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company (aif any) If either to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company would have achieved but for such Change in Law (itaking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity,) the introduction of or any change in or in the interpretation of any law or regulation or and (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued after the Closing Date affects or would affect the amount of capital required or expected to be maintained by Agent, Swingline Lender, Issuing Lender or such Lender or any corporation controlling Agent, Swingline Lender, Issuing Lender or such Lender, and Agent, Swingline Lender, Issuing Lender or such Lender determines that the amount of such capital or liquidity is increased by or based upon (A) the making or maintenance by any Lender of its Loans, including any Alternative Currency Loans, any Lender’s participation in or obligation to participate in the Loans, including the Alternative Currency Loans, Letters of Credit or other advances made hereunder or the existence of any Lender’s obligation to make Loans or Alternative Currency Loans, or (B) the obligations issuance or maintenance by any Lender of, or the existence of Agentany Lender’s obligation to issue, Swingline Lender, Issuing Lender or such LenderLetters of Credit, then, in any such case, upon written demand by such Lender (with a copy of such demand to the Administrative Agent, Swingline Lender, Issuing Lender or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing Lender or such Lender, ) from time to time the Borrower will pay to such Lender or the Issuing Bank, as specified by Agentthe case may be, Swingline Lender, such additional amount or amounts as will compensate such Lender or the Issuing Lender Bank or such Lender, ’s or the Issuing Bank’s holding company for any such reduction suffered. The Borrower shall not be required to pay such additional amounts sufficient unless such amounts are the result of requirements imposed generally on lenders similar to compensate Agent, Swingline Lender, Issuing such Lender or the Issuing Bank and not the result of some specific reserve or similar requirement imposed on such Lender in light or the Issuing Bank as a result of such Lender’s or the Issuing Bank’s special circumstances, . Such demand shall be accompanied by a statement as to the extent that Agent, Swingline Lender, Issuing Lender or amount of such Lender reasonably determines such increase in capital to be allocable to the existence compensation and include a brief summary of the obligations of Agent, Swingline Lender, Issuing Lender or basis for such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstancesdemand. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or such Lender shall, in the absence of manifest error, Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrower or any Qualified Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. If any Lender or the Issuing Bank determines that either (a) If either (i) the introduction of or any change in any law, order or regulation or in the interpretation or administration of any law law, order or regulation by any Governmental Authority charged with the interpretation or administration thereof after the date hereof or (iib) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with any guideline or request issued or made after the date hereof from any central bank or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawfullaw) made or issued after the Closing Date affects has or would affect have the amount effect of reducing the rate of return on the capital required or expected to be maintained by Agent, Swingline Lender, Issuing of such Lender or such Lender the Issuing Bank or any corporation controlling Agentsuch Lender or the Issuing Bank, Swingline as a consequence of or with reference to such Lender's Commitment or its making or maintaining Loans or the Issuing Bank's issuance or maintenance of, Issuing Lender or such Lender's participation in any Letter of Credit, and Agent, Swingline Lender, Issuing below the rate which the Lender or the Issuing Bank or such other corporation could have achieved but for such compliance (taking into account the policies of such Lender determines that or the amount of such capital is increased by Issuing Bank or based upon corporation with regard to capital), then the existence of the obligations of Agent, Swingline Lender, Issuing Lender or such Lender, thenBorrower shall from time to time, upon demand by Agent, Swingline Lender, Issuing such Lender or the Issuing Bank (with a copy of such Lenderdemand to the Agent), Borrower shall immediately pay to Agent, Swingline Lender, Issuing such Lender or such Lender, from time to time as specified by Agent, Swingline Lender, the Issuing Lender or such Lender, Bank additional amounts sufficient to compensate Agent, Swingline Lender, Issuing such Lender or other corporation for such Lender in light of such circumstancesreduction, upon receipt by the Borrower (with a copy to the extent that Agent, Swingline Lender, Issuing Lender or such Lender reasonably determines such increase in capital to be allocable to the existence ) of the obligations of Agent, Swingline Lender, Issuing Lender or such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstances. A a certificate as to such amounts submitted to Borrower amounts, by Agent, Swingline Lender, Issuing such Lender or the Issuing Bank, setting forth in reasonable detail the basis for, and the calculations used by such Lender shallor the Issuing Bank in determining, any such amounts. Such certificate, in the absence of manifest error, error shall be conclusive and binding for all purposes. Each Lender and the Issuing Bank agree promptly to notify the Borrower and the Agent of any circumstances that would cause the Borrower to pay additional amounts pursuant to this Section 2.10, provided that the failure to give such notice shall not affect the Borrower's obligation to pay such additional amounts hereunder.

Increased Capital. (a) If either after the date hereof any Lender or Issuing Bank determines that (i) the introduction adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued after the Closing Date law), compliance with which affects or would affect the amount of capital required or expected to be maintained by Agent, Swingline Lender, Issuing such Lender or such Lender Issuing Bank or any corporation controlling Agent, Swingline Lender, Issuing such Lender or such Lender, Issuing Bank and Agent, Swingline Lender, Issuing Lender or such Lender determines that (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the issuance or maintenance by the Issuing Bank of, or the existence of the obligations Issuing Bank's obligation to Issue, Letters of Agent, Swingline Lender, Issuing Lender or such LenderCredit, then, in any such case, upon written demand by Agent, Swingline Lender, Issuing (x) such Domestic Lender or Issuing Bank (with a copy of such Lenderdemand to the Administrative Agent), Borrower shall the Domestic Borrowers, or (y) such Multicurrency Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Multicurrency Borrowers jointly and severally agree immediately to pay to Agent, Swingline Lender, Issuing the Administrative Agent for the account of such Lender or such LenderIssuing Bank, from time to time as specified by Agent, Swingline Lender, Issuing such Lender or such LenderIssuing Bank, additional amounts sufficient to compensate Agent, Swingline Lender, Issuing such Lender or Issuing Bank or such corporation therefor; provided that the Borrowers shall not be required to compensate any Lender or Issuing Bank pursuant to this SECTION 3.05 for any increased capital costs incurred more than 180 days prior to the date such Issuing Bank or Lender notifies the applicable Borrower of the event giving rise to such increased capital cost and of such Lender's or Issuing Bank's intention to claim compensation therefor; provided further, however, that such 180-day limitation shall not apply to any cost that is applicable retroactively so long as the applicable Lender notifies the Borrowers of such cost within 180 days of a responsible officer of such Lender in light receiving actual knowledge thereof. Such demand shall be accompanied by a statement as to the amount of such circumstances, to the extent that Agent, Swingline Lender, Issuing Lender or such Lender reasonably determines such increase in capital to be allocable to the existence compensation and include a summary of the obligations of Agent, Swingline Lender, Issuing Lender or basis for such Lender hereunder demand with detailed calculations. Such statement shall be conclusive and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstances. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or such Lender shallbinding for all purposes, in the absence of manifest error, be conclusive and binding for all purposes.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation Interpretation of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with the imposition of any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued governmental authority reflecting such change after the Closing Date date hereof affects or would affect the amount of capital required or expected to be maintained by Agent, Swingline Lender, Issuing Lender or such Lender or any corporation controlling Agent, Swingline Lender, Issuing Lender or such LenderAffected Person, and Agent, Swingline Lender, Issuing Lender or such Lender Affected Person determines that the amount of such capital is increased by or based upon as a result of (i) the existence of the obligations Subclass B-2 Note Purchaser’ agreement to make or maintain an investment in the Subclass B-2 Note or any interest therein and other similar agreements or facilities, or (ii) the existence of any agreement by Affected Persons to make or maintain an investment in the Subclass B-2 Note or any interest therein or to fund any such investment and any other commitments of the same type, such Affected Person shall promptly submit to the Issuer, the Servicer and, if such Person is not the Purchaser’s Agent, Swingline Lender, Issuing Lender or such Lender, then, upon demand by the Purchaser’s Agent, Swingline Lendera certificate setting forth in reasonable detail, Issuing Lender or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing Lender or such Lender, from time to time as specified by Agent, Swingline Lender, Issuing Lender or such Lender, the calculation of the additional amounts sufficient required to compensate Agent, Swingline Lender, Issuing Lender or such Lender Affected Person in light of such circumstances. In determining such amount, to such Affected Person may use any reasonable averaging and attribution methods, consistent with the extent that Agent, Swingline Lender, Issuing Lender or averaging and attribution methods generally used by such Lender reasonably determines Affected Person in determining amounts of this type. The amount set forth in such increase in capital to be allocable to the existence of the obligations of Agent, Swingline Lender, Issuing Lender or such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstances. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or such Lender (which certificate shall, in the absence of manifest error, be conclusive prima facie evidence as to such amount) shall be included in the Subclass B-2 Increased Costs for the Interest Accrual Period immediately succeeding the date on which such certificate was delivered (or if such certificate was delivered during the last Interest Accrual Period, for such last Interest Accrual Period), and binding to the extent remaining outstanding, each Accrual Period thereafter until paid in full. The Purchaser’s Agent, out of amounts received by it in respect of Subclass B-2 Increased Costs for Affected Persons for any Interest Accrual Period, shall pay such increased costs to such Affected Persons; provided, however, that if the amount so distributable in respect of the Subclass B-2 Increased Costs is less than the aggregate amount payable to all purposessuch Affected Persons pursuant to Sections 2.08, 2.09 and 2.10 hereof, the resulting shortfall shall be allocated among such Affected Persons on a pro rata basis (determined by the amount owed to each).

Increased Capital. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company (aif any) If either to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company would have achieved but for such Change in Law (itaking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity,) the introduction of or any change in or in the interpretation of any law or regulation or and (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued after the Closing Date affects or would affect the amount of capital required or expected to be maintained by Agent, Swingline Lender, Issuing Lender or such Lender or any corporation controlling Agent, Swingline Lender, Issuing Lender or such Lender, and Agent, Swingline Lender, Issuing Lender or such Lender determines that the amount of such capital or liquidity is increased by or based upon (A) the making or maintenance by any Lender of its Loans, including any Alternative Currency Loans, any Lender’s participation in or obligation to participate in the Loans, including the Alternative Currency Loans, Letters of Credit or other advances made hereunder or the existence of any Lender’s obligation to make Loans or Alternative Currency Loans, or (B) the obligations issuance or maintenance by any Lender of, or the existence of Agentany Lender’s obligation to issue, Swingline Lender, Issuing Lender or such LenderLetters of Credit, then, in any such case, upon written demand by such Lender (with a copy of such demand to the Administrative Agent, Swingline Lender, Issuing Lender or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing Lender or such Lender, ) from time to time the Borrower will pay to such Lender or the Issuing Bank, as specified by Agentthe case may be, Swingline Lender, such additional amount or amounts as will compensate such Lender or the Issuing Lender Bank or such Lender, ’s or the Issuing Bank’s holding company for any such reduction suffered. The Borrower shall not be required to pay such additional amounts sufficient unless such amounts are the result of requirements imposed generally on lenders similar to compensate Agent, Swingline Lender, Issuing such Lender or the Issuing Bank and not the result of some specific reserve or similar requirement imposed on such Lender in light or the Issuing Bank as a result of such Lender’s or the Issuing Bank’s special circumstances, . Such demand shall be accompanied by a statement as to the extent that Agent, Swingline Lender, Issuing Lender or amount of such Lender reasonably determines such increase in capital to be allocable to the existence compensation and include a brief summary of the obligations of Agent, Swingline Lender, Issuing Lender or basis for such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstancesdemand. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or such Lender shall, in the absence of manifest error, Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrower or any Qualified Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. (a) If after the date hereof any Lender determines that either (i) the introduction of any law, order or regulation regarding capital adequacy or any change in or in the interpretation or administration of any law such law, order or regulation by any governmental authority charged with the interpretation or administration thereof, or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with any guideline or request regarding capital adequacy made by or issued from any central bank or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued after the Closing Date affects such governmental authority has or would affect have the effect of increasing the amount of capital required or expected to be maintained by Agent, Swingline Lender, Issuing Lender or such Lender or any corporation controlling Agent, Swingline Lender, Issuing Lender or such Lender, and Agent, Swingline Lender, Issuing Lender or such Lender determines that the amount as a result of such capital is increased by or based upon the existence of the obligations such Lender's Pro Rata Commitment and other commitments of Agentsuch type, Swingline Lenderthen Company shall from time to time, Issuing within 15 Business Days after written notice and demand by such Lender or (each such Lender, thenan "AFFECTED LENDER") (with a copy of such notice and demand to Administrative Agent), upon demand by Agent, Swingline Lender, Issuing Lender or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing such Lender or such Lender, from time to time as specified by Agent, Swingline Lender, Issuing Lender or such Lender, additional amounts sufficient to compensate Agent, Swingline Lender, Issuing such Lender or other corporation for its increased costs attributable to such Lender increase in capital in light of such circumstances, circumstances commencing on and after the ninetieth day following the date of such demand to the extent that Agent, Swingline Lender, Issuing Lender or such Lender reasonably determines such increase in capital increased costs to be allocable to the existence of the obligations of Agent, Swingline such Lender, Issuing Lender or such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstances's Pro Rata Commitment. A certificate as to such amounts providing reasonable detail to Company regarding the manner in which the amount of any payment requested by it pursuant to the provisions of this subsection 2.6G has been determined, shall be submitted to Borrower Company and Administrative Agent by Agent, Swingline such Lender. No Lender shall have the right to collect payments from Company pursuant to this subsection 2.6G unless it is the policy of such Lender, Issuing Lender or at the time of such collection, to collect similar payments from borrowers (if any) who are similarly situated as Company, including, without limitation, with respect to credit standing, in connection with credit facilities similar to those made available pursuant to this Agreement, where the documents governing such credit facilities establish the right of such Lender shallto collect such payments. In the event Company receives a notice from an Affected Lender pursuant to this subsection 2.6G, in Company may, within 90 days after the absence date such notice is given and so long as such notice shall not have been terminated by such Affected Lender and no Event of manifest errorDefault shall have occurred and be continuing, be conclusive elect to terminate such Affected Lender as a party to this Agreement; PROVIDED, that concurrently with such termination, (i) Company shall pay to such Affected Lender all interest and binding fees and other amounts (including without limitation amounts owed under this subsection 2.6G) owed to such Affected Lender through such date of termination and (ii) another financial institution that is an Eligible Assignee shall purchase for cash the Loans of the Affected Lender and shall have agreed to become a Lender for all purposes.purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date pursuant to an Assignment and Acceptance Agreement that shall have become effective pursuant to subsection 9.2B.

Increased Capital. (a) If either after the Closing Date any Lender or Issuing Bank determines that (i) the introduction adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued after the Closing Date law), compliance with which affects or would affect the amount of capital required or expected to be maintained by Agent, Swingline Lender, Issuing such Lender or such Lender Issuing Bank or any corporation controlling Agent, Swingline Lender, Issuing such Lender or such Lender, Issuing Bank and Agent, Swingline Lender, Issuing Lender or such Lender determines that (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender’s participation in or obligation to participate in the Loans, Letters of Credit or other advances made hereunder or the existence of any Lender’s obligation to make Loans or (B) the obligations issuance or maintenance by any Issuing Bank of, or the existence of such Issuing Bank’s obligation to Issue, Letters of Credit, then, in any such case, upon written demand by (x) such Domestic Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), Swingline Lenderthe Domestic Borrowers, Issuing or (y) such Multicurrency Lender or such LenderIssuing Bank (with a copy of such demand to the Administrative Agent), then, upon demand by Agent, Swingline Lender, Issuing the Multicurrency Borrowers jointly and severally agree immediately to pay to the Administrative Agent for the account of such Lender or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing Lender or such LenderBank, from time to time as specified by Agent, Swingline Lender, Issuing such Lender or such LenderIssuing Bank, additional amounts sufficient to compensate Agent, Swingline Lender, Issuing such Lender or such Issuing Bank or such corporation therefor; provided that the Borrowers shall not be required to compensate any Lender in light or any Issuing Bank pursuant to this Section 3.05 for any increased capital costs incurred more than 180 days prior to the date such Issuing Bank or Lender notifies the applicable Borrower of the event giving rise to such increased capital cost and of such circumstancesLender’s or Issuing Bank’s intention to claim compensation therefor; provided further, however, that such 180-day limitation shall not apply to any cost that is applicable retroactively so long as the applicable Lender notifies the Borrowers of such cost within 180 days of a responsible officer of such Lender receiving actual knowledge thereof. Such demand shall be accompanied by a statement as to the extent that Agent, Swingline Lender, Issuing Lender or amount of such Lender reasonably determines such increase in capital to be allocable to the existence compensation and include a summary of the obligations of Agent, Swingline Lender, Issuing Lender or basis for such Lender hereunder demand with detailed calculations. Such statement shall be conclusive and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstances. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or such Lender shallbinding for all purposes, in the absence of manifest error, be conclusive and binding for all purposes.

Increased Capital. If any Lender or Issuing Bank determines that ------------------ either (a) If either (i) the introduction of or any change in any law, order or regulation or in the interpretation or administration of any law law, order or regulation by any Governmental Authority charged with the interpretation or administration thereof after the date hereof or (iib) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with any guideline or request issued or made after the date hereof from any central bank or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawfullaw) made or issued after the Closing Date affects has or would affect have the amount effect of reducing the rate of return on the capital required or expected to be maintained by Agent, Swingline Lender, Issuing of such Lender or such Lender Issuing Bank or any corporation controlling Agentsuch Lender or Issuing Bank, Swingline as a consequence of or with reference to such Lender's Commitment or its making or maintaining Loans or such Issuing Bank's issuance or maintenance of, Issuing or such Lender's participation in any Letter of Credit, below the rate which such Lender or such Lender, and Agent, Swingline Lender, Issuing Bank or such other corporation could have achieved but for such compliance (taking into account the policies of such Lender or such Lender determines that Issuing Bank or corporation with regard to capital), then the amount of such capital is increased by or based upon the existence of the obligations of Agent, Swingline Lender, Issuing Lender or such Lender, thenBorrower shall from time to time, upon demand by Agent, Swingline Lender, Issuing such Lender or Issuing Bank (with a copy of such Lenderdemand to the Administrative Agent), Borrower shall immediately pay to Agent, Swingline Lender, Issuing such Lender or such Lender, from time to time as specified by Agent, Swingline Lender, Issuing Lender or such Lender, Bank additional amounts sufficient to compensate Agent, Swingline Lender, Issuing such Lender or Issuing Bank or other corporation for such Lender in light of such circumstancesreduction, upon receipt by the Borrower (with a copy to the extent that Administrative Agent, Swingline Lender, Issuing Lender or such Lender reasonably determines such increase in capital to be allocable to the existence ) of the obligations of Agent, Swingline Lender, Issuing Lender or such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstances. A a certificate as to such amounts submitted to Borrower amounts, by Agent, Swingline Lender, Issuing such Lender or Issuing Bank, setting forth in reasonable detail the basis for, and the calculations used by such Lender shallor Issuing Bank in determining, any such amounts. Such certificate, in the absence of manifest error, error shall be conclusive and binding for all purposes. Each Lender and Issuing Bank agrees promptly to notify the Borrower and the Administrative Agent of any circumstances that would cause the Borrower to pay additional amounts pursuant to this Section 2.09, provided that the -------------- failure to give such notice shall not affect the Borrower's obligation to pay such additional amounts hereunder, provided further that the Borrower shall not be required to compensate a Lender or the Issuing Banks pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender's or Issuing Bank's intention to claim compensation therefor; provided further that, if the circumstances giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation Interpretation of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with the imposition of any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued governmental authority reflecting such change after the Closing Date date hereof affects or would affect the amount of capital required or expected to be maintained by Agent, Swingline Lender, Issuing Lender or such Lender or any corporation controlling Agent, Swingline Lender, Issuing Lender or such LenderAffected Person, and Agent, Swingline Lender, Issuing Lender or such Lender Affected Person determines that the amount of such capital is increased by or based upon as a result of (i) the existence of the obligations Subclass A-1 Note Purchaser’s agreement to make or maintain an investment in the Subclass A-1 Note or any interest therein and other similar agreements or facilities, or (ii) the existence of any agreement by Affected Persons to make or maintain an investment in the Subclass A-1 Note or any interest therein or to fund any such investment and any other commitments of the same type, such Affected Person shall promptly submit to the Issuer, the Servicer and, if such Person is not the Purchaser’s Agent, Swingline Lender, Issuing Lender or such Lender, then, upon demand by the Purchaser’s Agent, Swingline Lendera certificate setting forth in reasonable detail, Issuing Lender or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing Lender or such Lender, from time to time as specified by Agent, Swingline Lender, Issuing Lender or such Lender, the calculation of the additional amounts sufficient required to compensate Agent, Swingline Lender, Issuing Lender or such Lender Affected Person in light of such circumstances. In determining such amount, to such Affected Person may use any reasonable averaging and attribution methods, consistent with the extent that Agent, Swingline Lender, Issuing Lender or averaging and attribution methods generally used by such Lender reasonably determines Affected Person in determining amounts of this type. The amount set forth in such increase in capital to be allocable to the existence of the obligations of Agent, Swingline Lender, Issuing Lender or such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstances. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or such Lender (which certificate shall, in the absence of manifest error, be conclusive prima facie evidence as to such amount) shall be included in the Subclass A-1 Increased Costs for the Interest Accrual Period immediately succeeding the date on which such certificate was delivered (or if such certificate was delivered during the last Interest Accrual Period, for such last Interest Accrual Period), and binding to the extent remaining outstanding, each Accrual Period thereafter until paid in full. The Purchaser’s Agent, out of amounts received by it in respect of Subclass A-1 Increased Costs for Affected Persons for any Interest Accrual Period, shall pay such increased costs to such Affected Persons; provided, however, that if the amount so distributable in respect of the Subclass A-1 Increased Costs is less than the aggregate amount payable to all purposessuch Affected Persons pursuant to Sections 2.08, 2.09 and 2.10 hereof, the resulting shortfall shall be allocated among such Affected Persons on a pro rata basis (determined by the amount owed to each).

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation Interpretation of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with the imposition of any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued governmental authority reflecting such change after the Closing Date date hereof affects or would affect the amount of capital required or expected to be maintained by Agent, Swingline Lender, Issuing Lender or such Lender or any corporation controlling Agent, Swingline Lender, Issuing Lender or such LenderAffected Person, and Agent, Swingline Lender, Issuing Lender or such Lender Affected Person determines that the amount of such capital is increased by or based upon as a result of (i) the existence of the obligations Subclass A-2 Note Purchaser’ agreement to make or maintain an investment in the Subclass A-2 Note or any interest therein and other similar agreements or facilities, or (ii) the existence of any agreement by Affected Persons to make or maintain an investment in the Subclass A-2 Note or any interest therein or to fund any such investment and any other commitments of the same type, such Affected Person shall promptly submit to the Issuer, the Servicer and, if such Person is not the Purchaser’s Agent, Swingline Lender, Issuing Lender or such Lender, then, upon demand by the Purchaser’s Agent, Swingline Lendera certificate setting forth in reasonable detail, Issuing Lender or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing Lender or such Lender, from time to time as specified by Agent, Swingline Lender, Issuing Lender or such Lender, the calculation of the additional amounts sufficient required to compensate Agent, Swingline Lender, Issuing Lender or such Lender Affected Person in light of such circumstances. In determining such amount, to such Affected Person may use any reasonable averaging and attribution methods, consistent with the extent that Agent, Swingline Lender, Issuing Lender or averaging and attribution methods generally used by such Lender reasonably determines Affected Person in determining amounts of this type. The amount set forth in such increase in capital to be allocable to the existence of the obligations of Agent, Swingline Lender, Issuing Lender or such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstances. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or such Lender (which certificate shall, in the absence of manifest error, be conclusive prima facie evidence as to such amount) shall be included in the Subclass A-2 Increased Costs for the Interest Accrual Period immediately succeeding the date on which such certificate was delivered (or if such certificate was delivered during the last Interest Accrual Period, for such last Interest Accrual Period), and binding to the extent remaining outstanding, each Accrual Period thereafter until paid in full. The Purchaser’s Agent, out of amounts received by it in respect of Subclass A-2 Increased Costs for Affected Persons for any Interest Accrual Period, shall pay such increased costs to such Affected Persons; provided, however, that if the amount so distributable in respect of the Subclass A-2 Increased Costs is less than the aggregate amount payable to all purposessuch Affected Persons pursuant to Sections 2.08, 2.09 and 2.10 hereof, the resulting shortfall shall be allocated among such Affected Persons on a pro rata basis (determined by the amount owed to each).

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with determines that any guideline Change in Law regarding capital or request from any central bank or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued after the Closing Date affects liquidity requirements has or would affect have the amount effect of reducing the rate of return on such Lender’s capital required or expected on the capital of such Lender’s holding company (if any) to be maintained by Agent, Swingline Lender, Issuing Lender or a level below that which such Lender or any corporation controlling Agent, Swingline Lender, Issuing Lender or such Lender’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), and Agent, Swingline Lender, Issuing Lender or such Lender determines that (ii) the amount of such capital or liquidity is increased by or based upon the existence making or maintenance by any Lender of its Loans, any Lender’s participation in or obligation to participate in the obligations Loans, then, in any such case, upon written demand by such Lender (with a copy of such demand to the Administrative Agent, Swingline Lender, Issuing ) from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender, then, upon demand by Agent, Swingline Lender, Issuing ’s holding company for any such reduction suffered. The Borrower shall not be required to pay such additional amounts unless such amounts are the result of requirements imposed generally on lenders similar to such Lender and not the result of some specific reserve or similar requirement imposed on such Lender as a result of such Lender, Borrower ’s special circumstances. Such demand shall immediately pay be accompanied by a statement as to Agent, Swingline Lender, Issuing Lender or such Lender, from time to time as specified by Agent, Swingline Lender, Issuing Lender or such Lender, additional amounts sufficient to compensate Agent, Swingline Lender, Issuing Lender or such Lender in light the amount of such circumstances, to the extent that Agent, Swingline Lender, Issuing Lender or such Lender reasonably determines such increase in capital to be allocable to the existence compensation and include a brief summary of the obligations of Agent, Swingline Lender, Issuing Lender or basis for such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstancesdemand. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or such Lender shall, in the absence of manifest error, Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the repayment of the Obligations for a period of 180 days.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender Administrative Agent or any Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued after the Closing Date affects or would affect the amount of capital required or expected to be maintained by Agent, Swingline Lender, Issuing Lender Administrative Agent or such Lender or any corporation controlling Agent, Swingline Lender, Issuing Lender Administrative Agent or such Lender, and Agent, Swingline Lender, Issuing Lender Administrative Agent or such Lender determines that the amount of such capital is increased by or based upon the existence of the Administrative Agent's obligations of Agent, Swingline Lender, Issuing Lender hereunder or such Lender's Commitment, then, upon demand by Agent, Swingline Lender, Issuing Lender Administrative Agent or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing Lender Administrative Agent or such Lender, from time to time as specified by Agent, Swingline Lender, Issuing Lender Administrative Agent or such Lender, additional amounts sufficient to compensate Agent, Swingline Lender, Issuing Lender Administrative Agent or such Lender in the light of such circumstances, to the extent that Agent, Swingline Lender, Issuing Lender Administrative Agent or such Lender reasonably determines such increase in capital to be allocable to the existence of Administrative Agent's obligations hereunder or such Lender's Commitment; provided, however, that (i) neither Administrative Agent nor any Lender may claim under this Section 2.7 any such additional amount attributable to any period preceding the obligations date that is ninety (90) days prior to the date of its demand, and (ii) before making any such demand, Administrative Agent, Swingline and each Lender, Issuing Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office as its lending office for purposes of the Loans and its Commitment, if the making of such a designation (1) would avoid the need for, or reduce the amount of, such demand and (2) would not, in the reasonable judgment of Administrative Agent or such Lender, as the case may be, be otherwise disadvantageous to it; and provided further that neither Administrative Agent nor any Lender hereunder and may claim under this Section 2.7 any such amount to the extent Agentthat it is not, Swingline Lenderat the time such claim is asserted, Issuing Lender or such Lender generally imposes Person's general practice to make claims for such amounts on other borrowers in similar circumstances, under comparable provisions of credit agreements, if any, with similarly situated borrowers. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender Administrative Agent or such Lender shall, in the absence of manifest error, be conclusive and binding for all purposes.

Increased Capital. (a) If either after the date hereof any Lender or Issuing Bank determines that (i) the introduction adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued after the Closing Date law), compliance with which affects or would affect the amount of capital required or expected to be maintained by Agent, Swingline Lender, Issuing such Lender or such Lender Issuing Bank or any corporation controlling Agent, Swingline Lender, Issuing such Lender or such Lender, Issuing Bank and Agent, Swingline Lender, Issuing Lender or such Lender determines that (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender’s participation in or obligation to participate in the Loans, Letters of Credit or other advances made hereunder or the existence of any Lender’s obligation to make Loans or (B) the issuance or maintenance by the Issuing Bank of, or the existence of the obligations Issuing Bank’s obligation to Issue, Letters of Agent, Swingline Lender, Issuing Lender or such LenderCredit, then, in any such case, upon written demand by Agent, Swingline Lender, Issuing (x) such Domestic Lender or Issuing Bank (with a copy of such Lenderdemand to the Administrative Agent), Borrower shall the Domestic Borrowers, or (y) the Multicurrency Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Multicurrency Borrowers jointly and severally agree immediately to pay to Agent, Swingline Lender, Issuing the Administrative Agent for the account of such Lender or such LenderIssuing Bank, from time to time as specified by Agent, Swingline Lender, Issuing such Lender or such LenderIssuing Bank, additional amounts sufficient to compensate Agent, Swingline Lender, Issuing such Lender or Issuing Bank or such corporation therefor; provided that the Borrowers shall not be required to compensate any Lender or Issuing Bank pursuant to this Section 3.05 for any increased capital costs incurred more than 180 days prior to the date such Issuing Bank or Lender notifies the applicable Borrower of the event giving rise to such increased capital cost and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further, however, that such 180-day limitation shall not apply to any cost that is applicable retroactively so long as the applicable Lender notifies the Borrowers of such cost within 180 days of a responsible officer of such Lender in light receiving actual knowledge thereof. Such demand shall be accompanied by a statement as to the amount of such circumstances, to the extent that Agent, Swingline Lender, Issuing Lender or such Lender reasonably determines such increase in capital to be allocable to the existence compensation and include a summary of the obligations of Agent, Swingline Lender, Issuing Lender or basis for such Lender hereunder demand with detailed calculations. Such statement shall be conclusive and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstances. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or such Lender shallbinding for all purposes, in the absence of manifest error, be conclusive and binding for all purposes.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with determines that any guideline Change in Law regarding capital or request from any central bank liquidity ratios or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued after the Closing Date affects requirements has or would affect have the amount effect of reducing the rate of return on such Lender’s capital required or expected on the capital of such Lender’s holding company (if any) to be maintained by Agent, Swingline Lender, Issuing Lender or a level below that which such Lender or any corporation controlling Agent, Swingline Lender, Issuing Lender or such Lender’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), and Agent, Swingline Lender, Issuing Lender or such Lender determines that (ii) the amount of such capital or liquidity is increased by or based upon the making or maintenance by any Lender of its Loans or other advances made hereunder or the existence of any Lender’s obligation to make Loans, then, in any such case, upon written demand by such Lender (with a copy of such demand to the obligations of Administrative Agent, Swingline Lender, Issuing ) from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender, then, upon demand by Agent, Swingline Lender, Issuing ’s holding company for any such reduction suffered. The Borrower shall not be required to pay such additional amounts unless such amounts are the result of requirements imposed generally on lenders similar to such Lender and not the result of some specific reserve or similar requirement imposed on such Lender as a result of such Lender, Borrower ’s special circumstances. Such demand shall immediately pay be accompanied by a statement as to Agent, Swingline Lender, Issuing Lender or such Lender, from time to time as specified by Agent, Swingline Lender, Issuing Lender or such Lender, additional amounts sufficient to compensate Agent, Swingline Lender, Issuing Lender or such Lender in light the amount of such circumstances, to the extent that Agent, Swingline Lender, Issuing Lender or such Lender reasonably determines such increase in capital to be allocable to the existence compensation and include a brief summary of the obligations of Agent, Swingline Lender, Issuing Lender or basis for such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstancesdemand. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or such Lender shall, in the absence of manifest error, Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrower or shall pay such Lender the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. (a) If either after the Closing Date any Lender or Issuing Bank determines that (i) the introduction adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law and whether or not the failure to comply therewith would be unlawfullaw) made or issued after the Closing Date (any such event, a “Change in Law”), compliance with which affects or would affect the amount of capital required or expected to be maintained by Agent, Swingline Lender, Issuing such Lender or such Lender Issuing Bank or any corporation controlling Agent, Swingline Lender, Issuing such Lender or such Lender, Issuing Bank and Agent, Swingline Lender, Issuing Lender or such Lender determines that (ii) the amount of such capital is increased by or based upon (A) the making or maintenance by any Lender of its Loans, any Lender's participation in or obligation to participate in the Loans, Letters of Credit or other advances made hereunder or the existence of any Lender's obligation to make Loans or (B) the obligations issuance or maintenance by any Issuing Bank of, or the existence of such Issuing Bank's obligation to Issue, Letters of Credit, then, in any such case, upon written demand by (x) such Domestic Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), Swingline Lenderthe Domestic Borrowers, Issuing or (y) such Multicurrency Lender or such LenderIssuing Bank (with a copy of such demand to the Administrative Agent), then, upon demand by Agent, Swingline Lender, Issuing the Multicurrency Borrowers jointly and severally agree immediately to pay to the Administrative Agent for the account of such Lender or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing Lender or such LenderBank, from time to time as specified by Agent, Swingline Lender, Issuing such Lender or such LenderIssuing Bank, additional amounts sufficient to compensate Agent, Swingline Lender, Issuing such Lender or such Issuing Bank or such corporation therefor; provided that the Borrowers shall not be required to compensate any Lender in light or any Issuing Bank pursuant to this Section 3.05 for any increased capital costs incurred more than 180 days prior to the date such Issuing Bank or Lender notifies the applicable Borrower of the event giving rise to such increased capital cost and of such circumstancesLender's or Issuing Bank's intention to claim compensation therefor; provided further, however, that such 180-day limitation shall not apply to any cost that is applicable retroactively so long as the applicable Lender notifies the Borrowers of such cost within 180 days of a responsible officer of such Lender receiving actual knowledge thereof. Such demand shall be accompanied by a statement as to the extent that Agent, Swingline Lender, Issuing Lender or amount of such Lender reasonably determines such increase in capital to be allocable to the existence compensation and include a summary of the obligations of Agent, Swingline Lender, Issuing Lender or basis for such Lender hereunder demand with detailed calculations. Such statement shall be conclusive and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstances. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or such Lender shallbinding for all purposes, in the absence of manifest error. Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be conclusive and binding for all purposesdeemed to be constitute a “Change in Law”, regardless of the date enacted, adopted or issued.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued after the Closing Date affects or would affect the amount of capital required or expected to be maintained by Agent, Swingline Lender, Issuing Lender or such Lender or any corporation controlling Agent, Swingline Lender, Issuing Lender or such Lender, and Agent, Swingline Lender, Issuing Lender or such Lender determines that the amount of such capital is increased by or based upon the existence of the obligations of Agent, Swingline Lender, Issuing Lender or such Lender, then, upon demand by Agent, Swingline Lender, Issuing Lender or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing Lender or such Lender, from time to time as specified by Agent, Swingline Lender, Issuing Lender or such Lender, additional amounts sufficient to compensate Agent, Swingline Lender, Issuing Lender or such Lender in the light of such circumstances, to the extent that Agent, Swingline Lender, Issuing Lender or such Lender reasonably determines such increase in capital to be allocable to the existence of the obligations of Agent, Swingline Lender, Issuing Lender or such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstances. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or such Lender shall, in the absence of manifest error, be conclusive and binding for all purposes.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued after the Closing Date affects or would affect the amount of capital required or expected to be maintained by Agent, Swingline Lender, Issuing Lender or such Lender or any corporation controlling Agent, Swingline Lender, Issuing Lender or such Lender, and Agent, Swingline Lender, Issuing Lender or such Lender determines that the amount of such capital is increased by or based upon the existence of the obligations of Agent, Swingline Lender, Issuing Lender or such Lender, then, upon demand by Agent, Swingline Lender, Issuing Lender or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing Lender or such Lender, from time to time as specified by Agent, Swingline Lender, Issuing Lender or such Lender, additional amounts sufficient to compensate Agent, Swingline Lender, Issuing Lender or such Lender in light of such circumstances, to the extent that Agent, Swingline Lender, Issuing Lender or such Lender reasonably determines such increase in capital to be allocable to the existence of the obligations of Agent, Swingline Lender, Issuing Lender or such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstances. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or such Lender shall, in the absence of manifest error, be conclusive and binding for all purposes.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation Interpretation of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with the imposition of any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued governmental authority reflecting such change after the Closing Date date hereof affects or would affect the amount of capital required or expected to be maintained by Agent, Swingline Lender, Issuing Lender or such Lender or any corporation controlling Agent, Swingline Lender, Issuing Lender or such LenderAffected Person, and Agent, Swingline Lender, Issuing Lender or such Lender Affected Person determines that the amount of such capital is increased by or based upon as a result of (i) the existence of the obligations Subclass B-1 Note Purchasers’ agreement to make or maintain an investment in the Subclass B-1 Notes or any interest therein and other similar agreements or facilities, or (ii) the existence of any agreement by Affected Persons to make or maintain an investment in the Subclass B-1 Notes or any interest therein or to fund any such investment and any other commitments of the same type, such Affected Person shall promptly submit to the Issuer, the Servicer and, if such Person is not the Purchasers’ Agent, Swingline Lender, Issuing Lender or such Lender, then, upon demand by the Purchasers’ Agent, Swingline Lendera certificate setting forth in reasonable detail, Issuing Lender or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing Lender or such Lender, from time to time as specified by Agent, Swingline Lender, Issuing Lender or such Lender, the calculation of the additional amounts sufficient required to compensate Agent, Swingline Lender, Issuing Lender or such Lender Affected Person in light of such circumstances. In determining such amount, to such Affected Person may use any reasonable averaging and attribution methods, consistent with the extent that Agent, Swingline Lender, Issuing Lender or averaging and attribution methods generally used by such Lender reasonably determines Affected Person in determining amounts of this type. The amount set forth in such increase in capital to be allocable to the existence of the obligations of Agent, Swingline Lender, Issuing Lender or such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstances. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or such Lender (which certificate shall, in the absence of manifest error, be conclusive prima facie evidence as to such amount) shall be included in the Subclass B-1 Increased Costs for the Interest Accrual Period immediately succeeding the date on which such certificate was delivered (or if such certificate was delivered during the last Interest Accrual Period, for such last Interest Accrual Period), and binding to the extent remaining outstanding, each Accrual Period thereafter until paid in full. The Purchasers’ Agent, out of amounts received by it in respect of Subclass B-1 Increased Costs for Affected Persons for any Interest Accrual Period, shall pay such increased costs to such Affected Persons; provided, however, that if the amount so distributable in respect of the Subclass B-1 Increased Costs is less than the aggregate amount payable to all purposessuch Affected Persons pursuant to Sections 2.08, 2.09 and 2.10 hereof, the resulting shortfall shall be allocated among such Affected Persons on a pro rata basis (determined by the amount owed to each).

Increased Capital. (a) If after the date hereof any Lender determines that either (i) the introduction of any law, order or regulation regarding capital adequacy or any change in or in the interpretation or administration of any law such law, order or regulation by any governmental authority charged with the interpretation or administration thereof, or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with any guideline or request regarding capital adequacy made by or issued from any central bank or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued after the Closing Date affects such governmental authority has or would affect have the effect of increasing the amount of capital required or expected to be maintained by Agent, Swingline Lender, Issuing Lender or such Lender or any corporation controlling Agent, Swingline Lender, Issuing Lender or such Lender, and Agent, Swingline Lender, Issuing Lender or such Lender determines that the amount as a result of such capital is increased by or based upon the existence of such Lender's Pro Rata Commitment (or, in the obligations case of Agent, Swingline the Swing Line Lender, Issuing its Swing Line Commitment) and other commitments of such type, then Company shall from time to time, within 15 Business Days after written notice and demand by such Lender or (each such Lender, thenan "AFFECTED LENDER") (with a copy of such notice and demand to Administrative Agent), upon demand by Agent, Swingline Lender, Issuing Lender or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing such Lender or such Lender, from time to time as specified by Agent, Swingline Lender, Issuing Lender or such Lender, additional amounts sufficient to compensate Agent, Swingline Lender, Issuing such Lender or other corporation for its increased costs attributable to such Lender increase in capital in light of such circumstances, circumstances commencing on and after the ninetieth day following the date of such demand to the extent that Agent, Swingline Lender, Issuing Lender or such Lender reasonably determines such increase in capital increased costs to be allocable to the existence of such Lender's Pro Rata Commitment (or, in the obligations case of Agent, Swingline the Swing Line Lender, Issuing Lender or such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstancesits Swing Line Commitment). A certificate as to such amounts providing reasonable detail to Company regarding the manner in which the amount of any payment requested by it pursuant to the provisions of this subsection 2.6G has been determined, shall be submitted to Borrower Company and Administrative Agent by Agent, Swingline such Lender. No Lender shall have the right to collect payments from Company pursuant to this subsection 2.6G unless it is the policy of such Lender, Issuing Lender or at the time of such collection, to collect similar payments from borrowers (if any) who are similarly situated as Company, including, without limitation, with respect to credit standing, in connection with credit facilities similar to those made available pursuant to this Agreement, where the documents governing such credit facilities establish the right of such Lender shallto collect such payments. In the event Company receives a notice from an Affected Lender pursuant to this subsection 2.6G, in Company may, within 90 days after the absence date such notice is given and so long as such notice shall not have been terminated by such Affected Lender and no Event of manifest errorDefault shall have occurred and be continuing, be conclusive elect to terminate such Affected Lender as a party to this Agreement; PROVIDED, that concurrently with such termination, (i) Company shall pay to such Affected Lender all interest and binding fees and other amounts (including without limitation amounts owed under this subsection 2.6G) owed to such Affected Lender through such date of termination and (ii) another financial institution that is an Eligible Assignee shall purchase for cash the Loans of the Affected Lender and shall have agreed to become a Lender for all purposes.purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date pursuant to an Assignment and Acceptance Agreement that shall have become effective pursuant to subsection 9.2B.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation Interpretation of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with the imposition of any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued governmental authority reflecting such change after the Closing Date date hereof affects or would affect the amount of capital required or expected to be maintained by Agent, Swingline Lender, Issuing Lender or such Lender or any corporation controlling Agent, Swingline Lender, Issuing Lender or such LenderAffected Person, and Agent, Swingline Lender, Issuing Lender or such Lender Affected Person determines that the amount of such capital is increased by or based upon as a result of (i) the existence of the obligations Class A Note Purchaser’s agreement to make or maintain an investment in the Class A Note or any interest therein and other similar agreements or facilities, or (ii) the existence of any agreement by Affected Persons to make or maintain an investment in the Class A Note or any interest therein or to fund any such investment and any other commitments of the same type, such Affected Person shall promptly submit to the Issuer, the Servicer and, if such Person is not the Purchaser’s Agent, Swingline Lender, Issuing Lender or such Lender, then, upon demand by the Purchaser’s Agent, Swingline Lendera certificate setting forth in reasonable detail, Issuing Lender or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing Lender or such Lender, from time to time as specified by Agent, Swingline Lender, Issuing Lender or such Lender, the calculation of the additional amounts sufficient required to compensate Agent, Swingline Lender, Issuing Lender or such Lender Affected Person in light of such circumstances. In determining such amount, to such Affected Person may use any reasonable averaging and attribution methods, consistent with the extent that Agent, Swingline Lender, Issuing Lender or averaging and attribution methods generally used by such Lender reasonably determines Affected Person in determining amounts of this type. The amount set forth in such increase in capital to be allocable to the existence of the obligations of Agent, Swingline Lender, Issuing Lender or such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstances. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or such Lender (which certificate shall, in the absence of manifest error, be conclusive prima facie evidence as to such amount) shall be included in the Class A Increased Costs for the Interest Accrual Period immediately succeeding the date on which such certificate was delivered (or if such certificate was delivered during the last Interest Accrual Period, for such last Interest Accrual Period), and binding to the extent remaining outstanding, each Accrual Period thereafter until paid in full. The Purchaser’s Agent, out of amounts received by it in respect of Class A Increased Costs for Affected Persons for any Interest Accrual Period, shall pay such increased costs to such Affected Persons; provided, however, that if the amount so distributable in respect of the Class A Increased Costs is less than the aggregate amount payable to all purposessuch Affected Persons pursuant to Sections 2.08, 2.09 and 2.10 hereof, the resulting shortfall shall be allocated among such Affected Persons on a pro rata basis (determined by the amount owed to each).

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender Participant with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued after ), including, without limitation, any "Reserve Requirement" used in determining the Closing Date Eurodollar Base Rate, affects or would affect the amount of capital required or expected to be maintained by Agent, Swingline Lender, Issuing Lender or such Lender or any corporation controlling Agent, Swingline Lender, Issuing Lender or any Participant and Lender or such Lender, and Agent, Swingline Lender, Issuing Lender or such Lender Participant reasonably determines that the amount of such capital is increased by or based upon the existence of the obligations commitments to make Revolving Loans and/or other commitments of Agentthis type on the terms and conditions set forth in this Agreement (any such event, Swingline Lender, Issuing Lender or such Lender, an "Increased Capital Event") then, upon demand by Agent, Swingline Lender, Issuing Lender or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing Lender or such Lender, from time to time as specified by Agent, Swingline Lender, Issuing Lender or such Lender, additional amounts sufficient to compensate Agent, Swingline Lender, Issuing such corporation controlling Lender or such Lender Participant (as applicable) in the light of such circumstances, to the extent that Agent, Swingline Lender, Issuing Lender or such Lender Participant reasonably determines such increase in capital to be allocable to the existence occurrence of the obligations of Agent, Swingline Lender, Issuing Lender or such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstancesIncreased Capital Event. A certificate as to such amounts submitted delivered by Lender to Borrower Borrower, determined by Agent, Swingline Lender, Issuing Lender or such Participant (as applicable) on a reasonable basis and prepared in good faith and in reasonable detail by Lender or such Participant (as applicable) shall, in the absence of manifest or demonstrable error, be conclusive and binding for all purposes. Notwithstanding the foregoing, Lender or such Participant shall only seek such compensation from Borrower if Lender or such Participant, in connection with the Increased Capital Event that has given rise to such increased capital requirement, similarly seeks such compensation generally from other commercial borrowers of Lender or such Participant in respect of which the respective financing agreements then in effect between Lender or such Participant (as applicable) and each such borrower give Lender or such Participant the right to demand compensation from such borrower upon the occurrence of such Increased Capital Event."

Increased Capital. (a) If either (i) any Lender or the introduction Issuing Bank determines that any Change in Law regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s or any change the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company (if any) to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or in the interpretation Issuing Bank’s policies and the policies of any law such Lender’s or regulation or the Issuing Bank’s holding company with respect to capital adequacy and liquidity,) and (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued after the Closing Date affects or would affect the amount of capital required or expected to be maintained by Agent, Swingline Lender, Issuing Lender or such Lender or any corporation controlling Agent, Swingline Lender, Issuing Lender or such Lender, and Agent, Swingline Lender, Issuing Lender or such Lender determines that the amount of such capital or liquidity is increased by or based upon (A) the making or maintenance by any Lender of its Loans, including any Alternative Currency Loans, any Lender’s participation in or obligation to participate in the Loans, including the Alternative Currency Loans, Letters of Credit or other advances made hereunder or the existence of any Lender’s obligation to make Loans or Alternative Currency Loans, or (B) the obligations issuance or maintenance by any Lender of, or the existence of Agentany Lender’s obligation to issue, Swingline Lender, Issuing Lender or such LenderLetters of Credit, then, in any such case, upon written demand by such Lender (with a copy of such demand to the Administrative Agent, Swingline Lender, Issuing Lender or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing Lender or such Lender, ) from time to time the Borrower will pay to such Lender or the Issuing Bank, as specified by Agentthe case may be, Swingline Lender, such additional amount or amounts as will compensate such Lender or the Issuing Lender Bank or such Lender, ’s or the Issuing Bank’s holding company for any such reduction suffered. The Borrower shall not be required to pay such additional amounts sufficient unless such amounts are the result of requirements imposed generally on lenders similar to compensate Agent, Swingline Lender, Issuing such Lender or the Issuing Bank and not the result of some specific reserve or similar requirement imposed on such Lender in light or the Issuing Bank as a result of such Lender’s or the Issuing Bank’s special circumstances, . Such demand shall be accompanied by a statement as to the extent that Agent, Swingline Lender, Issuing Lender or amount of such Lender reasonably determines such increase in capital to be allocable to the existence compensation and include a brief summary of the obligations of Agent, Swingline Lender, Issuing Lender or basis for such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstancesdemand. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or such Lender shall, in the absence of manifest error, Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrower or any Qualified Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation Interpretation of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with the imposition of any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) made or issued governmental authority reflecting such change after the Closing Date date hereof affects or would affect the amount of capital required or expected to be maintained by Agent, Swingline Lender, Issuing Lender or such Lender or any corporation controlling Agent, Swingline Lender, Issuing Lender or such LenderAffected Person, and Agent, Swingline Lender, Issuing Lender or such Lender Affected Person determines that the amount of such capital is increased by or based upon as a result of (i) the existence of the obligations Class B Note Purchasers’ agreement to make or maintain an investment in the Class B Notes or any interest therein and other similar agreements or facilities, or (ii) the existence of any agreement by Affected Persons to make or maintain an investment in the Class B Notes or any interest therein or to fund any such investment and any other commitments of the same type, such Affected Person shall promptly submit to the Issuer, the Servicer and, if such Person is not the Purchasers’ Agent, Swingline Lender, Issuing Lender or such Lender, then, upon demand by the Purchasers’ Agent, Swingline Lendera certificate setting forth in reasonable detail, Issuing Lender or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing Lender or such Lender, from time to time as specified by Agent, Swingline Lender, Issuing Lender or such Lender, the calculation of the additional amounts sufficient required to compensate Agent, Swingline Lender, Issuing Lender or such Lender Affected Person in light of such circumstances. In determining such amount, to such Affected Person may use any reasonable averaging and attribution methods, consistent with the extent that Agent, Swingline Lender, Issuing Lender or averaging and attribution methods generally used by such Lender reasonably determines Affected Person in determining amounts of this type. The amount set forth in such increase in capital to be allocable to the existence of the obligations of Agent, Swingline Lender, Issuing Lender or such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts on other borrowers in similar circumstances. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or such Lender (which certificate shall, in the absence of manifest error, be conclusive prima facie evidence as to such amount) shall be included in the Class B Increased Costs for the Interest Accrual Period immediately succeeding the date on which such certificate was delivered (or if such certificate was delivered during the last Interest Accrual Period, for such last Interest Accrual Period), and binding to the extent remaining outstanding, each Accrual Period thereafter until paid in full. The Purchasers’ Agent, out of amounts received by it in respect of Class B Increased Costs for Affected Persons for any Interest Accrual Period, shall pay such increased costs to such Affected Persons; provided, however, that if the amount so distributable in respect of the Class B Increased Costs is less than the aggregate amount payable to all purposessuch Affected Persons pursuant to Sections 2.08, 2.09 and 2.10 hereof, the resulting shortfall shall be allocated among such Affected Persons on a pro rata basis (determined by the amount owed to each).