Common use of Indemnity for Taxes, Reserves and Expenses Clause in Contracts

Indemnity for Taxes, Reserves and Expenses. (a) If after the date hereof, the adoption of any Law or regulatory guideline or any amendment or change in the interpretation of any existing or future Law or regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any regulatory guideline, whether or not having the force of Law) shall subject any Indemnified Party to any tax of any kind whatsoever with respect to the Facility Documents (other than the Credit Agreement), the Transferred Assets or payments of amounts due hereunder (excluding income taxes) or change the basis of taxation of payments to any Indemnified Party in respect thereof (excluding income taxes); and the result of any of the foregoing is to increase the cost to such Indemnified Party, by an amount which such Indemnified Party deems to be material, of entering, continuing or maintaining any Facility Document or the Transferred Assets or the funding of any purchases hereunder or to reduce any amount due or owing hereunder in respect thereof, such Indemnified Party shall notify the Seller. The Seller shall promptly pay such Indemnified Party such additional amount or amounts as calculated by such Indemnified Party in good faith as will compensate such Indemnified Party for such increased cost or reduced amount receivable; provided that such compensation will be limited to (A) the period commencing not more than 120 days prior to the date of such notification or (B) any longer period of retroactive effect of any such adoption, change or requirement for compliance if such notification is given 120 days or less after such adoption, change or requirement for compliance.

Indemnity for Taxes, Reserves and Expenses. (a) If after the date hereof, the adoption of any Law or bank regulatory guideline or any 32 amendment or change in the interpretation of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law): (i) shall subject any Indemnified Party to any tax of any kind whatsoever tax, duty or other charge (other than Excluded Taxes) with respect to the Facility Documents (other than the Credit this Agreement), the Transferred Assets other Transaction Documents, the ownership, maintenance or financing of the Certificates, the Receivables or payments of amounts due hereunder (excluding income taxes) hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect thereof of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Certificates, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder, under the Liquidity Provider Agreement or the credit support furnished by the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Certificates or the Receivables (excluding except for changes in the rate of general corporate, franchise, net income taxesor other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party's principal executive office is located); (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Certificates, the Receivables or 33 payments of amounts due hereunder or its obligation to advance funds hereunder under the Liquidity Provider Agreement or the credit support provided by the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Certificates or the Receivables; or (iii) imposes upon any Indemnified Party any other expense (including, without limitation, reasonable attorneys' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Certificates, the Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder under the Liquidity Provider Agreement or the credit support furnished by the Credit Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Certificates or the Receivables, and the result of any of the foregoing is to increase the cost to such Indemnified PartyParty with respect to this Agreement, by an amount which such Indemnified Party deems to be materialthe other Transaction Documents, the ownership, maintenance or financing of enteringthe Certificates, continuing or maintaining any Facility Document or the Transferred Assets or Receivables, the obligations hereunder, the funding of any purchases hereunder hereunder, the Liquidity Provider Agreement or to reduce any the Credit Support Agreement, by an amount due or owing hereunder in respect thereof, deemed by such Indemnified Party shall notify the Seller. The Seller shall promptly pay to be material, then, within ten (10) days after demand by such Indemnified Party through the Agent, the Transferor shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as calculated by such Indemnified Party in good faith as will compensate such Indemnified Party for such increased cost or reduced amount receivable; provided reduction. (b) If any Indemnified Party shall have determined that such compensation will be limited to (A) the period commencing not more than 120 days prior to after the date hereof, the adoption of such notification any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (Bin the case of any bank regulatory guideline, whether or not 34 having the force of law) any longer period of retroactive effect of any such adoptionOfficial Body, change has or requirement would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party's obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for compliance if such notification is given 120 days or less after such adoption, change change, request or requirement directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand by such Indemnified Party through the Agent, the Transferor shall pay to the Agent, for compliance.the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. (c) The Agent will promptly notify the Transferor of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods. (d) Anything in this Section to the contrary notwithstanding, if the Company enters into agreements for the acquisition of interests in receivables from one or more Other Transferors, the Company shall allocate the liability for any amounts under this Section which are in connection with the Liquidity Provider Agreement, the Credit Support Agreement or the credit support provided by the Credit Support Provider ("Section 4.2 Costs") to the Transferor and each Other Transferor; provided, however, that if such Section 4.2 Costs are attributable to the Transferor or the Servicer and not attributable to any Other Transferor, the Transferor shall be solely liable for such Section 4.2 Costs or if such Section 4.2 Costs are attributable to Other Transferors and not attributable to the Transferor or the Servicer, such Other Transferors shall be solely liable for such Section 4.2