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 by any Official Body of any law, rule or regulation (including any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the Amendment No. 4 Effective Date or (y) the requirements of, whether such compliance is commenced prior to or after the Amendment No. 4 Effective Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on the assets or capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.

Increased Capital. (a) If either (i) the introduction of after the date hereof of, or any change in or in the interpretation by after the date hereof of, any Official Body of any law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy by any governmental authority, central bank or liquidity coverage) comparable agency charged with the interpretation or administration thereof or (ii) the compliance by any an Affected Party with (x) any directive guideline or request from any governmental authority, central bank or other Official Body comparable agency regarding capital adequacy issued after the date hereof (whether or not having the force of law) imposed after the Amendment No. 4 Effective Date ), has or (y) the requirements of, whether such compliance is commenced prior to or after the Amendment No. 4 Effective Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of materially reducing the rate of return on the assets or such Affected Party's capital as a consequence of such Affected Party by an amount deemed by Party's commitment under this Agreement or under its Program Support Agreement or the making of Variable Funding Advances to a level below that which such Affected Party to be materialcould have achieved but for such introduction, thenchange, within thirty (30) days after demand by such Affected Party interpretation or compliance, then the related Managing AgentServicer shall, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by cause the Issuer to pay to the Agent for the benefit of such Affected Party or on the next Payment Date after such Managing AgentAffected Party shall have provided notice to the Agent (and the Agent shall have provided notice to the Servicer) of such reduction, additional amounts sufficient to compensate such Affected Party in light for such reduction; provided, however, that no amount shall be payable by the Issuer pursuant to this Section 5.01(b) with respect to any period commencing more than sixty (60) days before delivery of such circumstancesnotice to Servicer; and provided, further, that such additional amounts shall be payable solely in accordance with the Indenture. A certificate setting forth in reasonable detail the computation of the amount of such reduction (it being understood that the reduction in return allocable hereunder shall be determined by such Affected Party's reasonable allocation of the aggregate of reductions in return on capital resulting from such event) and the basis therefor, submitted to the extent that Agent by such Affected Party or and to the Servicer by the Agent, shall be conclusive and binding for all purposes, in the absence of manifest error. Any such Managing Agent on behalf cost shall be included in the Variable Funding Increased Cost Amount (upon notice of such Affected Party reasonably determines such increase in capital to be attributable loss given to the existence of Servicer by the applicable Lender’s agreements hereunderInvestor suffering such loss) and paid pursuant to the Indenture.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body Interpretation of any law, rule law or regulation (including or the imposition of any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) imposed Governmental Authority, in each case, after the Amendment No. 4 Effective Date or (y) the requirements ofdate hereof, whether such compliance is commenced prior to or after the Amendment No. 4 Effective Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by any Affected Party, and such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon as a result of (i) the existence of any Lender’s the Purchaser's agreement to make or maintain Loans hereunder an investment in the Certificates or any interest therein and other similar agreements or facilities or (ii) the existence of any agreement by Affected Parties to make or maintain an investment in the Certificates or any interest therein or to fund any such investment and such event would have any other commitments of the effect of reducing the rate of return on the assets or capital of same type, such Affected Party by an amount deemed by such Affected Party shall promptly submit to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing AgentTransferor, the Borrower shall pay to such Affected Party (as Servicer and the Administrative Agent a third party beneficiary, in certificate setting forth the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient required to compensate such Affected Party in light of such circumstances. In determining such amount, such Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Party in determining amounts of this type. The amount set forth in such certificate (which certificate shall, in the absence of manifest error, be prima facie evidence as to such amount) shall be included in the Additional Amounts for (i) the first full Interest Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (ii) to the extent remaining outstanding, each Interest Period thereafter until paid in full. The Administrative Agent shall, out of amounts received by it in respect of the Additional Amounts on any Distribution Date (as contemplated in Section 9.01(b)), pay to each Affected Party any amount due pursuant to this Section, provided, however, that if the amount distributable in respect of the Additional Amounts on any Distribution Date is less than the aggregate amount payable to all Affected Parties pursuant to Sections 2.07, 2.08 and 2.09 for the corresponding Interest Period, the resulting shortfall shall be allocated among such Affected Parties on a pro rata basis (determined by the amount owed to each). Failure on the part of any Affected Party to demand compensation for any amount pursuant to this Section for any period shall not constitute a waiver of such Affected Party's right to demand compensation for such period; provided, however, that no Affected Party shall be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that such Affected Party or such Managing notifies the Transferor, the Servicer and the Administrative Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunderwriting thereof.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law, rule law or regulation (including any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the Amendment No. 4 Effective Date date hereof or (y) with the requirements of, whether such compliance is commenced prior to or after the Amendment No. 4 Effective Datedate hereof, any of (a) the FAS 166/167 Capital Guidelines166/67 Rules, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations II or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on the assets or capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.

Increased Capital. (a) If either (i) Subject to the provisions of Section 6.4, if the introduction of or any change in or in the interpretation by any Official Body Interpretation of any law, rule law or regulation (including or the imposition of any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) imposed Governmental Authority after the Amendment No. 4 Effective Date or (y) the requirements ofdate hereof, whether such compliance is commenced prior to or after the Amendment No. 4 Effective Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by any Affected Party after the date hereof, and such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon as a result of (i) the existence of any Lender’s such Affected Party's agreement to make or maintain Loans hereunder and other similar agreements an investment in the Notes or facilities and such event would have any interest therein or (ii) the effect existence of reducing the rate of return on the assets or capital of such Affected Party by an amount deemed any agreement by such Affected Party to be materialmake or maintain an investment in the Notes or any interest therein or to fund any such investment after the date hereof, then, within thirty (30) days after upon written demand by such Affected Party or (or, if such Affected Party is not a Purchaser, by the related Managing Purchaser from whom such Affected Party derives its rights) (with a copy to the Agent), the Borrower Issuer shall direct the Indenture Trustee in writing to pay to the Agent for the benefit of such Affected Party (as a third party beneficiary, in the case of any an Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to timethat is not also a Purchaser hereunder), additional amounts, as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocated to the existence of such Affected Party's agreement described in clause (i) above or the applicable Lender’s agreements hereundercommitments of such Affected Party described in clause (ii) above. In determining such amounts, such Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and distribution methods generally used by such Affected Party in determining amounts of this type. A certificate as to such amounts submitted to the Issuer and the Agent by such Affected Party (or, if such Affected Party is not a Purchaser, by the Purchaser from whom such Affected Party derives its rights), setting forth the calculation thereof in reasonable detail, shall be prima facie evidence of the amounts so owed. Any Affected Party that is entitled to compensation for increases in capital as described in this Section 6.2 shall use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to take such steps as would eliminate or reduce the amount of such compensation; provided that no such steps shall be required to be taken if, in the reasonable judgment of such Affected Party, such steps would be materially disadvantageous to such Affected Party.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law, rule or regulation (including any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the Amendment No. 4 Effective Date or (y) the requirements of, whether such compliance is commenced prior to or after the Amendment No. 4 Effective Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the XxxxDxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 100/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations or the XxxxDxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on the assets or capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law, rule or regulation (including any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the Amendment No. 4 Effective Date date hereof or (y) the requirements of, whether such compliance is commenced prior to or after the Amendment No. 4 Effective Datedate hereof, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on the assets or capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.

Increased Capital. (a) If either any Regulatory Requirement (ix) the introduction of or any change in or in the interpretation by any Official Body of any law, rule or regulation (including any law, rule or regulation regarding capital adequacy or liquidity coverageA) or (ii) compliance by subjects any Affected Party to any charge or withholding on or with (x) respect to any directive Funding Agreement or request from any central bank this Agreement or other Official Body (whether an Affected Party’s obligations under a Funding Agreement or not having the force of law) imposed after the Amendment No. 4 Effective Date or (y) the requirements of, whether such compliance is commenced prior to or after the Amendment No. 4 Effective Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Actthis Agreement, or any existing on or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating with respect to the FAS 000/000 Xxxxxxx XxxxxxxxxxReceivables, Xxxxx XX, Xxxxx III Regulations or changes the Xxxx-Xxxxx Act basis of taxation of payments to any Affected Party of any amounts payable under any Funding Agreement or this Agreement (whether or not having except for changes in the force rate of law) affects or would affect tax on the amount overall net income of capital or assets required or expected to be maintained by such an Affected Party or such taxes excluded by Section 2.13); (B) imposes, modifies or deems applicable any reserve, special deposit, assessment, fee, tax, charge, insurance, liquidity charge or similar requirement against assets of, deposits with or for the account of, or liabilities of an Affected Party reasonably determines that the amount of such capital is increased or credit extended by or an Affected Party based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and loans under other similar agreements or facilities or with respect to Letters of Credit issued hereunder or increases the amount of high quality liquid assets such Affected Party or Affected Party’s holding company, if any, is required to maintain as a result of any funding commitment made by such Affected Party hereunder; or (C) imposes any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Funding Agreement or this Agreement, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations hereunder or under any Funding Agreement and under other similar agreements or facilities, or to reduce the amount of any sum received or receivable by an Affected Party under a Funding Agreement or this Agreement, or to require any payment calculated by reference to the amount of interests or loans held or interest received by it; and (y) such event would have the effect of reducing the rate of return on the assets or capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty five (305) days Business Days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Issuing Lender’s or the applicable Lender’s agreements hereunder. The term “Regulatory Requirement” shall mean (i) after the Closing Date, the adoption of, or any change in or in the interpretation or administration by any Official Body of, any law, rule or regulation, or (ii) compliance by any Affected Party with any request or directive from any central bank or other Official Body (whether or not having the force of law); provided, that for purposes of this definition, (x) the United States bank regulatory rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modification to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted on December 15, 2009, (y) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder, issued in connection therewith or in implementation thereof, and (z) all requests, rules, guidelines and 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 the agreements reached by the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” (as amended, supplemented or otherwise modified or replaced from time to time), shall in each case be deemed to be a “Regulatory Requirement”, regardless of the date enacted, adopted, issued or implemented. The Borrower acknowledges that any Affected Party may institute measures in anticipation of a Regulatory Requirement, and may commence allocating charges to or seeking compensation from the Borrower under this Section 2.11, in advance of the effective date of such Regulatory Requirement and the Borrower agrees to pay such charges or compensation to such Affected Party or the related Managing Agent for the account of such Affected Party, within five (5) Business Days after demand therefor without regard to whether such effective date has occurred. Notwithstanding the foregoing, an Affected Party shall provide Borrower with sixty (60) days’ prior written notice of its intent to commence allocating charges or seeking compensation as described in the immediately preceding sentence with respect to a specific Regulatory Requirement, and Borrower shall not have any obligation to pay amounts arising or incurred by such Affected Party with respect to such Regulatory Requirement during, or prior to the end of, such sixty (60) day notice period; provided, however, that this limitation shall not apply to costs or charges incurred on or after the required implementation date of any Regulatory Requirement.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law, rule law or regulation (including or any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) imposed governmental authority occurring after the Amendment No. 4 Effective Date or (y) the requirements of, whether such compliance is commenced prior to or after the Amendment No. 4 Effective Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations or the Xxxx-Xxxxx Act (whether or not having the force of law) date hereof affects or would affect the amount of capital or assets required or expected to be maintained by an Affected Party, and such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon as a result of (i) the existence of any Lendersuch Affected Party’s agreement to make or maintain Loans hereunder an investment in the VFN or any interest therein and other similar agreements or facilities and such event would have facilities, or (ii) the effect existence of reducing the rate of return on the assets or capital of such Affected Party any agreement by an amount deemed by such any Affected Party to be materialmake or maintain an investment in the VFN or any interest therein or to fund any such investment and any other commitments of the same type, then, within thirty (30) days after upon demand by such Affected Party or (with a copy to the related Managing Agent), the Borrower Issuer shall immediately pay to such Affected Party (as a third party beneficiary, in the case of any an Affected Party other than one of which is not also the LendersPurchaser) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing AgentParty, additional amounts (the “Increased Capital”) sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocable to the existence of the applicable LenderAffected Party’s agreements hereunderdescribed in clause (i) above or the commitments of any Affected Party described in clause (ii) above with respect to the VFN, and such Additional Amounts are to be paid in accordance with Section 5.1 of the Series Supplement. In determining such amounts, such Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Party in determining amounts of this type. A certificate as to such amounts submitted to the Issuer and the Agent by such Affected Party, setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest error, be conclusive and binding for all purposes. For avoidance of doubt, any accounting interpretation, including, without limitation, Accounting Research Bulletin No. 41, or any other interpretation of the Financial Accounting Standards Board (“FASB”), including FASB Interpretation No. 46: Consolidation of Variable Interest Entities, shall constitute an adoption, change, request or directive subject to this Section 8.03.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body Interpretation of any law, rule law or regulation (including or the imposition of any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) imposed Governmental Authority, in each case, after the Amendment No. 4 Effective Date or (y) the requirements ofdate hereof, whether such compliance is commenced prior to or after the Amendment No. 4 Effective Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by any Affected Party, and such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon as a result of (i) the existence of any Lender’s the Purchaser's agreement to make or maintain Loans hereunder an investment in the Certificates or any interest therein and other similar agreements or facilities facilities, or (ii) the existence of any agreement by Affected Parties to make or maintain an investment in the Certificates or any interest therein or to fund any such investment and such event would have any other commitments of the effect of reducing the rate of return on the assets or capital of same type, such Affected Party by an amount deemed by such Affected Party shall promptly submit to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing AgentTransferor, the Borrower shall pay to such Affected Party (as Servicer and the Agent a third party beneficiary, in certificate setting forth the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient required to compensate such Affected Party in light of such circumstances. In determining such amount, such Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Party in determining amounts of this type. The amount set forth in such certificate (which certificate shall, in the absence of manifest error, be prima facie evidence as to such amount) shall be included in the Additional Amounts for (a) the first full Interest Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (b) to the extent remaining outstanding, each Interest Period thereafter until paid in full. The Agent shall, out of amounts received by it in respect of the Additional Amounts on any Distribution Date, pay to each Affected Party any amount due pursuant to this Section 2.08, provided, however, that if the amount distributable in respect of the Additional Amounts on any Distribution Date is less than the aggregate amount payable to all Affected Parties pursuant to Sections 2.07, 2.08 and 2.09 for the corresponding Interest Period, the resulting shortfall shall be allocated among such Affected Parties on a pro rata basis (determined by the 24 25 amount owed to each). Failure on the part of any Affected Party to demand compensation for any amount pursuant to this Section 2.08 for any period shall not constitute a waiver of such Affected Party's right to demand compensation for such period; provided, however, that no Affected Party shall be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that such Affected Party or such Managing notifies the Transferor, the Servicer and the Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunderwriting thereof.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body governmental or regulatory authority or agency of any law, rule law or regulation (including any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Purchaser, the Administrative Agent, any Conduit Lender or any parent company of the foregoing (each an "Affected Party Party") with (x) any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) imposed after the Amendment No. 4 Effective Date or (y) the requirements of, whether such compliance is commenced prior to or after the Amendment No. 4 Effective Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations or the Xxxx-Xxxxx Act governmental authority (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s Purchaser's agreement to make or maintain Loans or to consider making or maintaining Purchases hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on the assets or capital of such Affected Party by an amount deemed by such Affected Party to be materialfacilities, then, within thirty (30) days after demand by from the date such Affected Party or the related Managing AgentAdministrative Agent makes demand therefor, the Borrower Seller shall immediately pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of a Purchaser or the LendersAdministrative Agent) or the related Managing Administrative Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing the Administrative Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing the Administrative Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocable to the existence any agreement of a Purchaser hereunder. A certifi cate as to the applicable Lender’s agreements hereunderexistence and amounts of such increases shall be submitted to the Seller by such Affected Party or the Administrative Agent, shall, in the absence of manifest error, be presumptively correct for all purposes. Any Affected Party that is entitled to compensation for increases in capital as described in this Section 11.4 shall use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to take such steps as would eliminate or reduce the amount of such compensation; provided, that no such steps shall be required to be taken if, in the reasonable judgment of such Affected party, such steps would be disadvantageous to such Affected Party.

Increased Capital. (a) i. If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law, rule or regulation (including any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the Amendment No. 4 Effective Date or (y) the requirements of, whether such compliance is commenced prior to or after the Amendment No. 4 Effective Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 Xxxxxxx Xxxxxxxxxx166/167 Capital Guidelines, Xxxxx XXBasel II, Xxxxx Basel III Regulations or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on the assets or capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable LenderXxxxxx’s agreements hereunder.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body Governmental Authority of any law, rule law or regulation (including any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive guideline or request from any central bank or other Official Body Governmental Authority (whether or not having the force of law) imposed after the Amendment No. 4 Effective Date or (y) the requirements of, whether such compliance is commenced prior to or after the Amendment No. 4 Effective Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations or the Xxxx-Xxxxx Act (whether or not having the force of law) date hereof affects or would affect the amount of capital or assets required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any LenderPurchaser’s agreement agreement, in its discretion, to make or maintain Loans Purchases hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on the assets or capital of such Affected Party by an amount deemed by such Affected Party to be materialfacilities, then, within thirty (30) days after upon demand by such Affected Party or the related Managing Agent, the Borrower Seller shall immediately pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the LendersPurchasers) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing the Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing the Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocable to the existence of the applicable LenderPurchaser’s agreements hereunder. A certificate describing in reasonable detail the basis for and calculation of such amounts submitted to the Seller by such Affected Party or the Agent, shall, in the absence of manifest error, be conclusive and binding for all purposes. Notwithstanding anything in this Section 2.08 to the contrary, the Seller shall only be obligated to pay those amounts under this Section 2.08 that are incurred or that accrue or arise after the date that is forty-five (45) days prior to the date notice is submitted to the Seller of such amounts; provided, that if any of the events described in this Section 2.08(a) which give rise to a claim under this Section 2.08 is retroactive, then such 45-day period 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 by any Official Body governmental or regulatory authority or agency of any law, rule law or regulation (including any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Pur- chaser, the Administrative Agent, any Conduit Lender or any parent company of the foregoing (each an "Affected Party Party") with (x) any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) imposed after the Amendment No. 4 Effective Date or (y) the requirements of, whether such compliance is commenced prior to or after the Amendment No. 4 Effective Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations or the Xxxx-Xxxxx Act governmental authority (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s Purchaser's agreement to make or maintain Loans or to consider making or main- taining Purchases hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on the assets or capital of such Affected Party by an amount deemed by such Affected Party to be materialfacilities, then, within thirty (30) 30 days after demand by from the date such Affected Party or the related Managing AgentAdministrative Agent makes demand therefor, the Borrower Seller shall immediately pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of a Purchaser or the LendersAdministrative Agent) or the related Managing Administrative Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing the Administrative Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing the Administrative Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocable to the existence any agreement of a Purchaser hereunder. A certificate as to the applicable Lender’s agreements hereunderexistence and amounts of such increases shall be submitted to the Seller by such Affected Party or the Administrative Agent, shall, in the absence of manifest error, be presumptively correct for all purposes. Any Affected Party that is entitled to compensation for increases in capital as described in this Section 11.4 shall use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to take such steps as would eliminate or reduce the amount of such compensation; provided, that no such steps shall be required to be taken if, in the reasonable judgment of such Affected party, such steps would be disadvantageous to such Affected Party.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body Interpretation of any law, rule law or regulation (including or the imposition of any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) imposed Governmental Authority, in each case, after the Amendment No. 4 Effective Date or (y) the requirements ofdate hereof, whether such compliance is commenced prior to or after the Amendment No. 4 Effective Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by any Affected Party, and such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon as a result of (i) the existence of any Lender’s the Purchaser's agreement to make or maintain Loans hereunder an investment in the Certificates or any interest therein and other similar agreements or facilities facilities, or (ii) the existence of any agreement by Affected Parties to make or maintain an investment in the Certificates or any interest therein or to fund any such investment and such event would have any other commitments of the effect of reducing the rate of return on the assets or capital of same type, such Affected Party by an amount deemed by such Affected Party shall promptly submit to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing AgentTransferor, the Borrower shall pay to such Affected Party (as Servicer and the Agent a third party beneficiary, in certificate setting forth the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient required to compensate such Affected Party in light of such circumstances. In determining such amount, such Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Party in determining amounts of this type. The amount set forth in such certificate (which certificate shall, in the absence of manifest error, be prima facie evidence as to such amount) shall be included in the Additional Amounts for (a) the first full Interest Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (b) to the extent remaining outstanding, each Interest Period thereafter until paid in full. The Agent shall, out of amounts received by it in respect of the Additional Amounts on any Distribution Date (as contemplated in Section 11.01(b)), pay to each Affected Party any amount due pursuant to this Section 2.08, provided, however, that if the amount distributable in respect of the Additional Amounts on any Distribution Date is less than the aggregate amount payable to all Affected Parties pursuant to Sections 2.07, 2.08 and 2.09 for the corresponding Interest Period, the resulting shortfall shall be allocated among such Affected Parties on a pro rata basis (determined by the amount owed to each). Failure on the part of any Affected Party to demand compensation for any amount pursuant to this Section 2.08 for any period shall not constitute a waiver of such Affected Party's right to demand compensation for such period; provided, however, that no Affected Party shall be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that such Affected Party or such Managing notifies the Transferor, the Servicer and the Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunderwriting thereof.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law, rule or regulation (including any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the Amendment date hereofAmendment No. 4 Effective Date or (y) the requirements of, whether such compliance is commenced prior to or after the Amendment date hereofAmendment No. 4 Effective Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on the assets or capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law, rule or regulation (including any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the Amendment No. 4 Effective Restatement Date or (y) the requirements of, whether such compliance is commenced prior to or after the Amendment No. 4 Effective Restatement Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on the assets or capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.

Increased Capital. (a) If either (i) Subject to the provisions of Section 6.4 hereof, if the introduction of or any change in or in the interpretation by any Official Body Interpretation of any law, rule law or regulation (including or the imposition of any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) imposed Governmental Authority after the Amendment No. 4 Effective Date or (y) the requirements ofdate hereof, whether such compliance is commenced prior to or after the Amendment No. 4 Effective Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by any Affected Party after the date hereof, and such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon as a result of (i) the existence of any Lender’s such Affected Party's agreement to make or maintain Loans hereunder and other similar agreements an investment in the Notes or facilities and such event would have any interest therein or (ii) the effect existence of reducing the rate of return on the assets or capital of such Affected Party by an amount deemed any agreement by such Affected Party to be materialmake or maintain an investment in the Notes or any interest therein or to fund any such investment after the date hereof, then, within thirty (30) days after upon written demand by such Affected Party or (or, if such Affected Party is not a Purchaser, by the related Managing Purchaser from whom such Affected Party derives its rights) (with a copy to the Agent), the Borrower Issuer shall direct the Indenture Trustee in writing to pay to the Agent for the benefit of such Affected Party (as a third party beneficiary, in the case of any an Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to timethat is not also a Purchaser hereunder), additional amounts, as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocated to the existence of such Affected Party's agreement described in clause (i) above or the applicable Lender’s agreements hereundercommitments of such Affected Party described in clause (ii) above. In determining such amounts, such Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and distribution methods generally used by such Affected Party in determining amounts of this type. A certificate as to such amounts submitted to the Issuer and the Agent by such Affected Party (or, if such Affected Party is not a Purchaser, by the Purchaser from whom such Affected Party derives its rights), setting forth the calculation thereof in reasonable detail, shall be prima facie evidence of the amounts so owed. Any Affected Party that is entitled to compensation for increases in capital as described in this Section 6.2 shall use its commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to take such steps as would eliminate or reduce the amount of such compensation; provided that no such steps shall be required to be taken if, in the reasonable judgment of such Affected Party, such steps would be materially disadvantageous to such Affected Party.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law, rule law or regulation (including any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the Amendment No. 4 Effective Date date hereof or (y) with the requirements of, whether such compliance is commenced prior to or after the Amendment No. 4 Effective Datedate hereof, any of (a) the FAS 166/167 Capital Guidelines166/67 Rules, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to ACTIVE 200146376v.2 the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations II or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on the assets or capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder.

Increased Capital. (a) If either (i) Subject to the provisions of Section 6.4, if the introduction of or any change in or in the interpretation by any Official Body Interpretation of any law, rule law or regulation (including or the imposition of any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) imposed Governmental Authority after the Amendment No. 4 Effective Date or (y) the requirements ofdate hereof, whether such compliance is commenced prior to or after the Amendment No. 4 Effective Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by any Affected Party after the date hereof, and such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon as a result of (i) the existence of any Lender’s such Affected Party's agreement to make or maintain Loans hereunder and other similar agreements an investment in the Notes or facilities and such event would have any interest therein or (ii) the effect existence of reducing the rate of return on the assets or capital of such Affected Party by an amount deemed any agreement by such Affected Party to be materialmake or maintain an investment in the Notes or any interest therein or to fund any such investment after the date hereof, then, within thirty (30) days after upon written demand by such Affected Party or (or, if such Affected Party is not a Purchaser, by the related Managing Purchaser from whom such Affected Party derives its rights) (with a copy to the Agent), the Borrower Issuer shall direct the Indenture Trustee in writing to pay to the Agent for the benefit of such Affected Party (as a third party beneficiary, in the case of any an Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to timethat is not also a Purchaser hereunder), additional amounts, as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocated to the existence of such Affected Party's agreement described in clause (i) above or the applicable Lender’s agreements hereundercommitments of such Affected Party described in clause (ii) above. In determining such amounts, such Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and distribution methods generally used by such Affected Party in determining amounts of this type. A certificate as to such amounts submitted to the Issuer and the Agent by such Affected Party (or, if such Affected Party is not a Purchaser, by the Purchaser from whom such Affected Party derives its rights), setting forth the calculation thereof in reasonable detail, shall be prima facie evidence of the amounts so owed. Any Affected Party that is entitled to compensation for increases in capital as described in this Section 6.2 shall use its commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to take such steps as would eliminate or reduce the amount of such compensation; provided that no such steps shall be required to be taken if, in the reasonable judgment of such Affected Party, such steps would be materially disadvantageous to such Affected Party.