Common use of Increased Capital Clause in Contracts

Increased Capital. (a) If (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation, (ii) compliance by any Affected Party with any directive or request from any central bank or other Official Body (whether or not having the force of law) or (iii) or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic) imposed after the date hereof affects or would affect the amount of capital 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 capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within five (5) 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 (i) any Indemnified Party determines that either the introduction of or any change in or in the interpretation by any Official Body of any law or regulation, (ii) regulation after the date hereof or the compliance by any Affected Party with any directive guideline or request issued or made after the date hereof from any central bank or other Official Body governmental authority (whether or not having the force of law) or (iii) or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Indemnified Party or any corporation controlling such Affected Indemnified Party reasonably determines and that the amount of such capital is increased by or based upon the existence of any Lendersuch Indemnified Party’s agreement commitment, if any, to make Capital Investments, or to maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialCapital Investments hereunder, then, within five (5) days after upon demand and delivery to the Seller of the certificate referred to in the last sentence of this Section 2.13 by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Indemnified Party (as a third party beneficiary, in or by the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Indemnified Party) (with a copy of such demand and certificate to the Agent) the Seller shall pay to the Agent for the account of such Indemnified Party from time to time, as specified by such Affected Party or such Managing AgentIndemnified Party, additional amounts sufficient to compensate such Affected Indemnified Party or such corporation in the light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Indemnified Party reasonably determines such increase in capital to be attributable allocable to the existence of any such commitment. Each Indemnified Party hereto agrees to use reasonable efforts promptly to notify the applicable Lender’s agreements hereunderSeller of any event referred to in the first sentence of this Section 2.13, provided that the failure to give such notice shall not affect the rights of any Indemnified Party under this Section 2.13. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Agent by such Indemnified Party (or by the Agent for the account of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error.

Increased Capital. (a) If (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 or regulation, (ii) compliance by regulation or the general imposition of any Affected Party with any directive guideline or general request from any central bank or other Official Body (whether or not having the force of law) or (iii) or any change in any accounting guideline by an accounting board or governmental authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic) imposed after the date hereof hereof, affects or would affect the amount of capital 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 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 five (5) 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 Servicer and 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 Servicer, 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 (i) any Indemnified Party determines that either the introduction of or any change in or in the interpretation by any Official Body of any law or regulation, (ii) regulation after the date hereof or the compliance by any Affected Party with any directive guideline or request issued or made after the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law) or (iii) or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Indemnified Party or any corporation controlling such Affected Indemnified Party reasonably determines and that the amount of such capital is increased by or based upon the existence of such Indemnified Party’s commitment, if any, to purchase any Lender’s agreement Receivable Interest or any interest therein, or to make maintain such Receivable Interest or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialinterest, hereunder, then, within five (5) days after upon demand and delivery to the Seller of the certificate referred to in the last sentence of this Section 2.11 by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Indemnified Party (as a third party beneficiary, in or by the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Indemnified Party) (with a copy of such demand and certificate to the Agent) the Seller shall pay to the Agent for the account of such Indemnified Party from time to time, as specified by such Affected Party or such Managing AgentIndemnified Party, additional amounts sufficient to compensate such Affected Indemnified Party or such corporation in the light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Indemnified Party reasonably determines such increase in capital to be attributable allocable to the existence of any such commitment. Each Indemnified Party hereto agrees to use reasonable efforts promptly to notify the applicable Lender’s agreements hereunderSeller of any event referred to in the first sentence of this Section 2.11, provided that the failure to give such notice shall not affect the rights of any Indemnified Party under this Section 2.11. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Agent by such Indemnified Party (or by the Agent for the account of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error.

Increased Capital. (a) If (i) any Indemnified Party determines that either the introduction of or any change in or in the interpretation by any Official Body of any law or regulation, (ii) regulation after the date hereof or the compliance by any Affected Party with any directive guideline or request issued or made after the date hereof from any central bank or other Official Body governmental authority (whether or not having the force of law) or (iii) or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Indemnified Party or any corporation controlling such Affected Indemnified Party reasonably determines and that the amount of such capital is increased by or based upon the existence of such Indemnified Party’s commitment, if any, to purchase any Lender’s agreement Receivable Interest or any interest therein, or to make maintain such Receivable Interest or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialinterest hereunder, then, within five (5) days after upon demand and delivery to the Seller of the certificate referred to in the last sentence of this Section 2.13 by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Indemnified Party (as a third party beneficiary, in or by the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Indemnified Party) (with a copy of such demand and certificate to the Agent) the Seller shall pay to the Agent for the account of such Indemnified Party from time to time, as specified by such Affected Party or such Managing AgentIndemnified Party, additional amounts sufficient to compensate such Affected Indemnified Party or such corporation in the light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Indemnified Party reasonably determines such increase in capital to be attributable allocable to the existence of any such commitment. Each Indemnified Party hereto agrees to use reasonable efforts promptly to notify the applicable Lender’s agreements hereunderSeller of any event referred to in the first sentence of this Section 2.13, provided that the failure to give such notice shall not affect the rights of any Indemnified Party under this Section 2.13. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Agent by such Indemnified Party (or by the Agent for the account of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error.

Increased Capital. (a) If (i) any Indemnified Party determines that either the introduction of or any change in or in the interpretation by any Official Body of any law or regulation, (ii) regulation after the date hereof or the compliance by any Affected Party with any directive guideline or request issued or made after the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law) or (iii) or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Indemnified Party or any corporation controlling such Affected Indemnified Party reasonably determines and that the amount of such capital is increased by or based upon the existence of such Indemnified Party’s commitment, if any, to purchase any Lender’s agreement Receivable Interest (or interest therein), or to make maintain such Receivable Interest (or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialinterest therein) hereunder, then, within five (5) days after Business Days following demand and delivery to the Seller of the certificate referred to in the third-to-last sentence of this Section 2.13 by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Indemnified Party (as a third party beneficiary, in or by the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Indemnified Party) (with a copy of such demand and certificate to the Agent) the Seller shall pay to the Agent for the account of such Indemnified Party from time to time, as specified by such Affected Party or such Managing AgentIndemnified Party, additional amounts sufficient to compensate such Affected Indemnified Party or such corporation in the light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Indemnified Party reasonably determines such increase in capital to be attributable allocable to the existence of any such commitment. Each Indemnified Party hereto agrees to use reasonable efforts promptly to notify the applicable Lender’s Seller of any event referred to in the first sentence of this Section 2.13, provided that the failure to give such notice shall not affect the rights of any Indemnified Party under this Section 2.13; provided, however, that no Indemnified Party shall be entitled to compensation under this Section 2.13 for any change in capital requirements incurred more than 90 days prior to the date on which it shall have requested compensation therefor; provided, further, that if the change in law or regulation or in the interpretation or administration thereof that shall give rise to any such change shall be retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Agent by such Indemnified Party (or by the Agent for the account of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding any other provision of this Section 2.13, no Indemnified Party shall demand compensation under this Section 2.13 if it shall not at the time be the general policy or practice of such Indemnified Party to demand such compensation in similar circumstances under comparable provisions of other receivables purchase agreements hereunderor credit agreements, if any. If any Indemnified Party shall receive as a refund any moneys from any source that it has listed on the certificate provided pursuant to the second preceding sentence, to the extent that the Seller has previously paid such amounts to such Indemnified Party, such Indemnified Party shall promptly forward such refund to the Seller without interest.

Increased Capital. (a) If (i) any Indemnified Party determines that due to either the introduction of or any change in or in the interpretation by any Official Body of any law or regulation, (ii) regulation after the New Closing Date or the compliance by any Affected Party with any directive guideline or request issued or made after the New Closing Date from any central bank or other Official Body governmental authority (whether or not having the force of law) or (iii) or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Indemnified Party or any corporation controlling such Affected Indemnified Party reasonably determines and that the amount of such capital is increased by or based upon the existence of such Indemnified Party's commitment, if any, to purchase any Lender’s agreement Receivable Interest or any interest therein, or to make maintain such Receivable Interest or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialinterest, thenhereunder, within five (5) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiaryor, in the case of any Affected Indemnified Party other than one which is a Participant, under any agreement entered into by such Participant with respect to this Agreement, then, upon demand and delivery to the Seller of the Lenders) certificate referred to in the last sentence of this SECTION 2.11 by such Indemnified Party (or by the related Managing Administrative Agent for the account of such Affected Indemnified Party) (with a copy of such demand and certificate to the Administrative Agent) the Seller shall pay to the Administrative Agent for the account of such Indemnified Party from time to time, as specified by such Affected Party or such Managing AgentIndemnified Party, additional amounts sufficient to compensate such Affected Indemnified Party or such corporation in the light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Indemnified Party reasonably determines such increase in capital to be attributable allocable to the existence of any such commitment (except any such increase in capital incurred more than, or compensation attributable to the applicable Lender’s agreements hereunderperiod before, 360 days prior to the date of such demand, any increase in capital allocable to, or compensation attributable to, a period prior to the publication or effective date of such introduction, change, guideline or request being deemed to be incurred for purposes hereof on the later of such publication or effective date). Each Indemnified Party hereto agrees to use reasonable efforts promptly to notify the Seller of any event referred to in the first sentence of this SECTION 2.11, PROVIDED that the failure to give such notice shall not affect the rights of any Indemnified Party under this SECTION 2.11. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Administrative Agent by such Indemnified Party (or by the Administrative Agent for the account of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error.

Increased Capital. (a) If (i) any Purchaser determines that either the introduction of or any change in or in the interpretation by any Official Body of any law or regulation, (ii) regulation after the date such Purchaser becomes a party hereto or the compliance by any Affected Party with any directive guideline or request issued or made after the date such Purchaser becomes a party hereto from any central bank or other Official Body Governmental Authority (whether or not having the force of law) or (iii) or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party Purchaser or any corporation controlling such Affected Party reasonably determines Purchaser and that the amount of such capital is increased by or based upon the existence of such Purchasers commitment, if any, to purchase any Lender’s agreement Receivable Interest (or interest therein), or to make maintain such Receivable Interest (or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialinterest therein) hereunder, then, within five (5) days after Business Days following demand and delivery to the Seller of the certificate referred to in the third-to-last sentence of this Section 2.13 by such Affected Party Purchaser (or by 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 Purchaser) (with a copy of such demand and certificate to the Agent) the Seller shall pay to the Agent for the account of such Purchaser from time to time, as specified by such Affected Party or such Managing AgentPurchaser, additional amounts sufficient to compensate such Affected Party Purchaser or such corporation in the light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party Purchaser reasonably determines such increase in capital to be attributable allocable to the existence of any such commitment. Each Purchaser agrees to use reasonable efforts promptly to notify the applicable Lender’s Seller of any event referred to in the first sentence of this Section 2.13, provided that the failure to give such notice shall not affect the rights of any Purchaser under this Section 2.13; provided, however, that no Purchaser shall be entitled to compensation under this Section 2.13 for any change in capital requirements incurred more than 90 days prior to the date on which it shall have requested compensation therefor; provided, further, that if the change in law or regulation or in the interpretation or administration thereof that shall give rise to any such change shall be retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Agent by such Purchaser (or by the Agent for the account of such Purchaser) shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding any other provision of this Section 2.13, no Purchaser shall demand compensation under this Section 2.13 if it shall not at the time be the general policy or practice of such Purchaser to demand such compensation in similar circumstances under comparable provisions of other receivables purchase agreements hereunderor credit agreements, if any. If any Purchaser shall receive as a refund any moneys from any source that it has listed on the certificate provided pursuant to the second preceding sentence, to the extent that the Seller has previously paid such amounts to such Purchaser, such Purchaser shall promptly forward such refund to the Seller without interest.

Increased Capital. (a) If (i) the introduction of or any change in or in the interpretation by any Official Body Interpretation of any law law, regulation or regulation, (ii) compliance by accounting principle or the imposition of any Affected Party with any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) or (iii) or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (Governmental Authority, in each case whether foreign or domestic) imposed case, after the date hereof hereof, affects or would affect the amount of capital 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 Note 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 Note 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 capital of same type, such Affected Party by an amount deemed by such Affected Party shall promptly submit to be material, then, within five (5) days after demand by such Affected Party or the related Managing AgentDepositor, the Borrower shall pay to such Affected Party (as Servicer and the Note 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 Accrual Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (ii) to the extent remaining outstanding, each Accrual Period thereafter until paid in full, and shall be ..paid to the Note Agent pursuant to Section 5.04 of the Indenture. The Note Agent shall, out of amounts received by it in respect of the Additional Amounts on any Payment Date (as contemplated in Section 8.01(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. Payment 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 Accrual 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 or such Managing Agent on behalf to demand compensation for any amount pursuant to this Section 2.08 for any period shall not constitute a waiver of such Affected Party reasonably determines Party's right to demand compensation for such increase period. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, or any other change in capital to be attributable to accounting standards or the existence issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a portion of the applicable Lender’s agreements hereunderassets and liabilities of Company or Seller with the assets and liabilities of the Agent, any Financial Institution or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Capital. (a) If (i) any Indemnified Party determines that either the introduction of or any change in or in the interpretation by any Official Body of any law or regulation, (ii) regulation after the date hereof or the compliance by any Affected Party with any directive guideline or request issued or made after the date hereof from any central bank or other Official Body governmental authority (whether or not having the force of law) or (iii) or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Indemnified Party or any corporation controlling such Affected Indemnified Party reasonably determines and that the amount of such capital is increased by or based upon the existence of such Indemnified Party's commitment, if any, to purchase any Lender’s agreement Receivable Interest or any interest therein, or to make maintain such Receivable Interest or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialinterest hereunder, then, within five (5) days after upon demand and delivery to the Seller of the certificate referred to in the last sentence of this Section 2.13 by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Indemnified Party (as a third party beneficiary, in or by the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Indemnified Party) (with a copy of such demand and certificate to the Agent) the Seller shall pay to the Agent for the account of such Indemnified Party from time to time, as specified by such Affected Party or such Managing AgentIndemnified Party, additional amounts sufficient to compensate such Affected Indemnified Party or such corporation in the light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Indemnified Party reasonably determines such increase in capital to be attributable allocable to the existence of any such commitment. Each Indemnified Party hereto agrees to use reasonable efforts promptly to notify the applicable Lender’s agreements hereunderSeller of any event referred to in the first sentence of this Section 2.13, provided that the failure to give such notice shall not affect the rights of any Indemnified Party under this Section 2.13. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Agent by such Indemnified Party (or by the Agent for the account of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error.

Increased Capital. (a) If either (i) the introduction of or any ----------------- change in or in the interpretation by any Official Body of any law Law or regulation, regulation or (ii) compliance by any Affected Party the Lender with any directive guideline or request from any central bank or other Official Body Governmental Authority (whether or not having the force of law) or (iii) or any change in any accounting guideline by an accounting board or authority (law and whether or not part of a government or instrumentality thereofthe failure to comply therewith would be unlawful) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party the Lender or such Affected Party reasonably any corporation controlling the Lender and the Lender determines that the amount of such capital is increased by or based upon the existence of any the Lender’s agreement 's commitment to make or maintain Revolving Credit Loans hereunder and other similar agreements or facilities and such event would have the effect commitments of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialthis type, then, within five (5) days after upon demand by such Affected Party or the related Managing AgentLender, the Borrower shall immediately pay to such Affected Party (as a third party beneficiarythe Lender, 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, time as specified by such Affected Party or such Managing Agentthe Lender, additional amounts sufficient to compensate such Affected Party the Lender in the light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably the Lender determines such increase in capital to be attributable allocable to the existence of the applicable Lender’s agreements hereunder's commitment to fund the Revolving Credit Facility. A certificate as to such amounts submitted to the Borrower by the Lender, shall, in the absence of manifest error, be conclusive and binding for all purposes. The Lender shall make written demand on the Borrower for such additional amounts no later than one hundred eighty (180) days after the Lender receives actual notice or obtains actual knowledge of the promulgation of any law, rule, regulation or interpretation, or occurrence of any other event, giving rise to a claim by the Lender against the Borrower for any such additional amounts pursuant to this Section 2.07. The Lender shall furnish the Borrower with a ------------ description of the reason for any such increased capital requirement. In the event that the Lender fails to make such written demand on the Borrower within such time period, then the Borrower shall have no obligation to pay any such additional amount with respect to claims accruing prior to the one hundred eightieth (180/th/) day preceding the date on which such written demand is made.

Increased Capital. (a) If (i) any Indemnified Party determines that either the introduction of or any change in or in the interpretation by any Official Body of any law or regulation, (ii) regulation after the date hereof or the compliance by any Affected Party with any directive guideline or request issued or made after the date hereof from any central bank or other Official Body governmental authority (whether or not having the force of law) or (iii) or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Indemnified Party or any corporation controlling such Affected Indemnified Party reasonably determines and that the amount of such capital is increased by or based upon the existence of such Indemnified Party's commitment, if any, to purchase any Lender’s agreement Receivable Interest or any interest therein, or to make maintain such Receivable Interest or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialinterest, hereunder, then, within five (5) days after upon demand and delivery to the Seller of the certificate referred to in the last sentence of this Section 2.11 by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Indemnified Party (as a third party beneficiary, in or by the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Indemnified Party) (with a copy of such demand and certificate to the Agent) the Seller shall pay to the Agent for the account of such Indemnified Party from time to time, as specified by such Affected Party or such Managing AgentIndemnified Party, additional amounts sufficient to compensate such Affected Indemnified Party or such corporation in the light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Indemnified Party reasonably determines such increase in capital to be attributable allocable to the existence of any such commitment. Each Indemnified Party hereto agrees to use reasonable efforts promptly to notify the applicable Lender’s agreements hereunderSeller of any event referred to in the first sentence of this Section 2.11, provided that the failure to give such notice shall not affect the rights of any Indemnified Party under this Section 2.11. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Agent by such Indemnified Party (or by the Agent for the account of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error.

Increased Capital. (a) If (i) the introduction of or any change in or in the interpretation by any Official Body Interpretation of any law law, regulation or regulation, (ii) compliance by accounting principle or the imposition of any Affected Party with any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) or (iii) or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (Governmental Authority, in each case whether foreign or domestic) imposed case, after the date hereof hereof, affects or would affect the amount of capital 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 Note 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 Note 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 capital of same type, such Affected Party by an amount deemed by such Affected Party shall promptly submit to be material, then, within five (5) days after demand by such Affected Party or the related Managing AgentDepositor, the Borrower shall pay to such Affected Party (as Servicer and the Note 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 Accrual Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (ii) to the extent remaining outstanding, each Accrual Period thereafter until paid in full, and shall be paid to the Note Agent pursuant to Section 5.04 of the Indenture. The Note Agent shall, out of amounts received by it in respect of the Additional Amounts on any Payment Date (as contemplated in Section 8.01(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 Payment 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 Accrual 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 or such Managing Agent on behalf to demand compensation for any amount pursuant to this Section 2.08 for any period shall not constitute a waiver of such Affected Party reasonably determines Party's right to demand compensation for such increase period. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, or any other change in capital to be attributable to accounting standards or the existence issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a portion of the applicable Lender’s agreements hereunderassets and liabilities of Company or Seller with the assets and liabilities of the Agent, any Financial Institution or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Capital. (a) If (i) any Indemnified Party determines that either the introduction of or any change in or in the interpretation by any Official Body of any law or regulation, (ii) regulation after the date hereof or the compliance by any Affected Party with any directive guideline or request issued or made after the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law) or (iii) or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Indemnified Party or any corporation controlling such Affected Indemnified Party reasonably determines and that the amount of such capital is increased by or based upon the existence of such Indemnified Party’s commitment, if any, to purchase any Lender’s agreement Receivable Interest or any interest therein, or to make maintain such Receivable Interest or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialinterest hereunder, then, within five (5) days after upon demand and delivery to the Seller of the certificate referred to in the last sentence of this Section 2.13 by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Indemnified Party (as a third party beneficiary, in or by the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Indemnified Party) (with a copy of such demand and certificate to the Agent) the Seller shall pay to the Agent for the account of such Indemnified Party from time to time, as specified by such Affected Party or such Managing AgentIndemnified Party, additional amounts sufficient to compensate such Affected Indemnified Party or such corporation in the light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Indemnified Party reasonably determines such increase in capital to be attributable allocable to the existence of any such commitment. Each Indemnified Party hereto agrees to use reasonable efforts promptly to notify the applicable Lender’s agreements hereunderSeller of any event referred to in the first sentence of this Section 2.13, provided that the failure to give such notice shall not affect the rights of any Indemnified Party under this Section 2.13; provided, however, that no Indemnified Party shall be entitled to compensation under this Section 2.13 for any change in capital requirements incurred more than 120 days prior to the date on which it shall have requested compensation therefor; provided further, that if the change in law or regulation or in the interpretation or administration thereof that shall give rise to any such change shall be retroactive, then the 120-day period referred to above shall be extended to include the period of retroactive effect thereof. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Agent by such Indemnified Party (or by the Agent for the account of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error.

Increased Capital. (a) If (i) the introduction of or any change in or in the interpretation by any Official Body of Indemnified Party determines that any law or regulation, (ii) compliance by regulation or any Affected Party with any directive guideline or request from any central bank or other Official Body governmental authority (whether or not having the force of law), including (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, regardless of the date enacted, adopted or issued, 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 (iii) the United States or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (foreign regulatory authorities, in each case whether foreign or domestic) imposed after pursuant to Basel III, regardless of the date hereof enacted, adopted or issued, affects or would affect the amount of capital required or expected to be maintained by such Affected Indemnified Party or any corporation controlling such Affected Indemnified Party reasonably determines and that the amount of such capital is increased by or based upon the existence of any Lendersuch Indemnified Party’s agreement commitment to make and maintain Advances or maintain Loans portions thereof or interests therein hereunder and other similar agreements or facilities and such event would have or, in the effect case of reducing the rate of return on capital of such Affected any Indemnified Party by an amount deemed which is a Participant, under any agreement entered into by such Affected Party Participant with respect to be materialthis Agreement, then, within five (5) ten days after demand and delivery to the Borrower of the certificate referred to in the last sentence of this Section 2.14, by such Affected Indemnified Party (or by the related Group Managing Agent, if any, of, and for the account of, such Indemnified Party), 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 Indemnified Party from time to time, as specified by such Affected Party or such Managing AgentIndemnified Party, additional amounts sufficient to compensate such Affected Indemnified Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Indemnified Party reasonably determines such increase in capital to be attributable allocable to the existence of any such commitment. Each Indemnified Party hereto agrees to use its reasonable efforts promptly to notify the applicable Lender’s agreements hereunderBorrower of any event referred to in the first sentence of this Section 2.14, provided that the failure to give such notice shall not affect the rights of any Indemnified Party under this Section 2.14. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Borrower by such Indemnified Party (or by the Group Managing Agent of and for the account of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error.

Increased Capital. (a) If (i) any Indemnified Party determines that either the introduction of or any change in or in the interpretation by any Official Body of any law or regulation, (ii) regulation after the date hereof or the compliance by any Affected Party with any directive guideline or request issued or made after the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law) or (iii) or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Indemnified Party or any corporation controlling such Affected Indemnified Party reasonably determines and that the amount of such capital is increased by or based upon the existence of such Indemnified Party’s commitment, if any, to purchase any Lender’s agreement Receivable Interest (or interest therein), or to make maintain such Receivable Interest (or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialinterest therein) hereunder, then, within five (5) days after Business Days following demand and delivery to the Seller of the certificate referred to in the last sentence of this Section 2.13 by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Indemnified Party (as a third party beneficiary, in or by the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Indemnified Party) (with a copy of such demand and certificate to the Agent) the Seller shall pay to the Agent for the account of such Indemnified Party from time to time, as specified by such Affected Party or such Managing AgentIndemnified Party, additional amounts sufficient to compensate such Affected Indemnified Party or such corporation in the light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Indemnified Party reasonably determines such increase in capital to be attributable allocable to the existence of any such commitment. Each Indemnified Party hereto agrees to use reasonable efforts promptly to notify the applicable Lender’s agreements hereunderSeller of any event referred to in the first sentence of this Section 2.13, provided that the failure to give such notice shall not affect the rights of any Indemnified Party under this Section 2.13. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Agent by such Indemnified Party (or by the Agent for the account of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error.

Increased Capital. (a) If (i) any Indemnified Party determines that either the introduction of or any change in or in the interpretation by any Official Body of any law or regulation, (ii) regulation after the date hereof or the compliance by any Affected Party with any directive guideline or request issued or made after the date hereof from any central bank or other Official Body governmental authority (whether or not having the force of law) or (iii) or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Indemnified Party or any corporation controlling such Affected Indemnified Party reasonably determines and that the amount of such capital is increased by or based upon the existence of such Indemnified Party’s commitment, if any, to purchase any Lender’s agreement Receivable Interest or any interest therein, or to make maintain such Receivable Interest or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialinterest hereunder, then, within five (5) days after upon demand and delivery to the Seller of the certificate referred to in the last sentence of this Section 2.13 by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Indemnified Party (as a third party beneficiary, in or by the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Indemnified Party) (with a copy of such demand and certificate to the Agent) the Seller shall pay to the Agent for the account of such Indemnified Party from time to time, as specified by such Affected Party or such Managing Agent36 Indemnified Party, additional amounts sufficient to compensate such Affected Indemnified Party or such corporation in the light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Indemnified Party reasonably determines such increase in capital to be attributable allocable to the existence of any such commitment. Each Indemnified Party hereto agrees to use reasonable efforts promptly to notify the applicable Lender’s agreements hereunderSeller of any event referred to in the first sentence of this Section 2.13, provided that the failure to give such notice shall not affect the rights of any Indemnified Party under this Section 2.13. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Agent by such Indemnified Party (or by the Agent for the account of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error.

Increased Capital. (a) If either (i) the introduction of after the date ----------------- hereof of, or any change in or in the interpretation after the date hereof of, any applicable law, rule or regulation regarding capital adequacy by any Official Body of any law governmental authority, central bank or regulation, comparable agency charged with the interpretation or administration thereof or (ii) the compliance by any an Affected Party with 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) ), has or (iii) or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic) imposed after the date hereof affects or would affect the amount of capital 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 such Affected Party's capital as a consequence of such Affected Party by an amount deemed by Party's commitment under this 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 five (5) 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 Funding 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 Funding Agent (and the Funding 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 Funding Agent by such Affected Party or and to the Servicer by the Funding 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.