Common use of Increased Costs and Yield Protection Clause in Contracts

Increased Costs and Yield Protection. (a) If the Administrator, any Liquidity Provider, any Purchaser Agent, any Purchaser, any other Program Support Provider or any of their respective Affiliates (each an “Affected Person”) reasonably determines that the existence of or compliance with: (i) FIN 46 and Subsequent Statements and Interpretations described in Section 1.7(c) below, (ii) any other law, regulation or generally accepted accounting principle or any change therein or in the interpretation or application thereof by a Governmental Authority or other applicable Person charged with or having the responsibility or authority to make such interpretations or applications, in each case adopted, issued or occurring after the date hereof, or (iii) any request, guideline or directive from any central bank or other Governmental Authority (whether or not having the force of law) issued or occurring after the date of this Agreement, affects or would affect the amount of capital required or expected to be maintained by such Affected Person, and such Affected Person reasonably determines that the amount of such capital is increased by or based upon the existence of any commitment to make purchases of (or otherwise to maintain the investment in) Pool Receivables or issue any Letter of Credit related to this Agreement or any related liquidity facility, credit enhancement facility and other commitments of the same type, then, upon demand by such Affected Person (with a copy to the Administrator and the Purchaser Agents), the Seller shall promptly pay to such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person for both increased costs and maintenance of bargained for yield in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any of such commitments. A certificate as to such amounts submitted to the Seller, the Administrator and the Purchaser Agents by such Affected Person shall be conclusive and binding for all purposes, absent manifest error. The Affected Person shall use reasonable efforts to notify the Seller, orally or in writing, of any event described in clauses (ii) or (iii) above (Seller is aware of FIN 46 and Subsequent Statements and the Interpretations described in clause (i) above and in Section 1.7(c) below) that appears likely to result in a claim for compensation (for increased costs or maintenance of bargained for yield) under this Section promptly after the Affected Person learns of such an event and that it will have adverse implications upon such Affected Person, provided that any failure to give such notice shall not preclude such Affected Person from asserting such a claim for compensation at any time.

Increased Costs and Yield Protection. (a) If the Administrator, any Liquidity Provider, any Purchaser Agent, any Purchaser, any other Program Support Provider or any of their respective Affiliates (each an “Affected Person”) reasonably determines that the existence of or compliance with: (ia) FIN 46 and Subsequent Statements and Interpretations described in Section 1.7(c) below, (iib) any other law, rule, regulation or generally accepted accounting principle (including any applicable law, rule or regulation regarding capital adequacy) or any change therein or in the interpretation or application thereof by a Governmental Authority or other applicable Person charged with or having the responsibility or authority to make such interpretations or applicationsthereof, in each case adopted, issued or occurring after the date hereof, or (iiic) any request, guideline or directive from Financial Accounting Standards Board, any central bank or other Governmental Authority (whether or not having the force of law) issued affecting or occurring after the date of this Agreement, affects or which would affect the amount of capital required or expected to be maintained by such Affected Person, and such Affected Person reasonably determines that the amount of such capital is increased by or based upon the existence of any commitment to make purchases of (or otherwise to maintain the investment in) Pool Receivables or issue any Letter of Credit related to this Agreement or any related liquidity facility, credit enhancement facility and other commitments of the same type, then, upon demand by such Affected Person (with a copy to the Administrator and the Purchaser Agents), the Seller shall promptly immediately pay to such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person for both increased costs and maintenance of bargained for yield in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any of such commitments. A certificate as to such amounts submitted to the Seller, the Administrator and the Purchaser Agents by such Affected Person shall be conclusive and binding for all purposes, absent manifest error. The Affected Person shall use reasonable efforts to notify the Seller, orally or in writing, of any event described in clauses (ii) or (iii) above (Seller is aware of FIN 46 and Subsequent Statements and the Interpretations described in clause (i) above and in Section 1.7(c) below) that appears likely to result in a claim for compensation (for increased costs or maintenance of bargained for yield) under this Section promptly after the Affected Person learns of such an event and that it will have adverse implications upon such Affected Person, provided that any failure to give such notice shall not preclude such Affected Person from asserting such a claim for compensation at any time.

Increased Costs and Yield Protection. (a) If the Administrator, any Liquidity ProviderConduit Purchaser, any Purchaser Conduit Agent, any Purchaser, any other Program Support Provider or any of their respective Affiliates (each an “"Affected Person”") reasonably determines that the existence of or compliance with: (i) FIN 46 and Subsequent Statements and Interpretations described in Section 1.7(c) below, (ii) any other law, regulation or generally accepted accounting principle or any change therein or in the interpretation or application thereof by a Governmental Authority or other applicable Person charged with or having the responsibility or authority to make such interpretations or applications, in each case adopted, issued or occurring after the date hereof, or (iii) any request, guideline or directive from any central bank or other Governmental Authority (whether or not having the force of law) issued or occurring after the date of this Agreement, affects or would affect the amount of capital required or expected to be maintained by such Affected Person, and such Affected Person reasonably determines that the amount of such capital is increased by or based upon the existence of any commitment to make purchases of (or otherwise to maintain the investment in) Pool Receivables or issue any Letter of Credit related to this Agreement or any related liquidity facility, credit enhancement facility and other commitments of the same type, then, upon demand by such Affected Person (with a copy to the Administrator and the Purchaser Conduit Agents), the Seller shall promptly pay to such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person for both increased costs and maintenance of bargained for yield in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any of such commitments. A certificate as to such amounts submitted to the Seller, the Administrator and the Purchaser Conduit Agents by such Affected Person shall be conclusive and binding for all purposes, absent manifest error. The Affected Person shall use reasonable efforts to notify the Seller, orally or in writing, of any event described in clauses (ii) or (iii) above (Seller is aware of FIN 46 and Subsequent Statements and the Interpretations described in clause (i) above and in Section 1.7(c) below) that appears likely to result in a claim for compensation (for increased costs or maintenance of bargained for yield) under this Section promptly after the Affected Person learns of such an event and that it will have adverse implications upon such Affected Person, provided that any failure to give such notice shall not preclude such Affected Person from asserting such a claim for compensation at any time.