Common use of Changes in Circumstances Clause in Contracts

Changes in Circumstances. 15.1 To the extent not already indemnified under Article 14, if, as a result of (i) the implementation, after the 2018 Amendment Date, of any change in the applicable laws, regulations, accounting standards or regulatory requirements or any change in the interpretation or application of the aforementioned and/or (ii) the implementation, after the 2018 Amendment Date, of any applicable directive, request or requirement (whether or not having the force of law) of any central bank, self-regulating organisation, governmental, fiscal, monetary or other authority (including inter alia directives, requests, instructions, accounting standards or requirements which affect the manner in which any bank is required to maintain equity capital (own funds), taking into account its assets, liabilities, contingent liabilities or commitments): (i) the cost of the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent making available, agreeing to make available, maintaining or funding any Payment and/or assuming or maintaining their Commitment or otherwise giving effect to this Agreement shall be increased; and/or (ii) any sum received or receivable by the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent under the Transaction Documents shall be reduced (except for tax imposed on the general income of the Purchaser or default of a Debtor under any Sold Receivables or Refinanced Sold Receivables); and/or (iii) the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall become liable to make any payment on account of tax (except for tax imposed on its general income), or shall be compelled or obliged to forego any interest or other return, on or calculated by reference to the Commitment or any payment under this Agreement, the Receivables Purchase Agreement and/or the Italian Subscription Agreement; as soon as such event has occurred and provided that such information is publicly available, the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, the Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall be entitled to claim from the Centralising Unit, acting as the case may be on its own behalf or on behalf of the Sellers, an indemnity equal to (a) the increased costs referred to in (i) above, and/or (b) the reduction referred to in (ii) above and/or (c) the amount referred to in (iii) above. To this effect, the Purchaser shall give notice to the Centralising Unit, by delivering to the latter a certificate specifying in sufficient detail the occurrence of the changes in circumstances and, if possible, the estimated amount and the actual amount and the reason(s) for the indemnity payable under this Article. 15.2 In the event of any dispute as to the amount of such an indemnity, the Purchaser and the Centralising Unit acting in the name and on behalf of the Sellers, shall work together as soon as possible and in good faith to seek a solution acceptable to the Parties; in the event of a dispute, such indemnity shall nevertheless be paid by the Centralising Unit, acting on its own behalf and on behalf of the Sellers, who shall make the payment of such indemnity forthwith following receipt of the notice sent by the Purchaser. If no suitable agreement has been reached within thirty (30) calendar days following the coming into force of such event, the Commitment Expiry Date shall be deemed to have occurred on the thirtieth day after such an event. The Parties hereby agree that during the thirty-day period provided in the foregoing sentence, no Remaining Purchasable Receivable or Ongoing Purchasable Receivable shall be sold to the Purchaser on a Funded Settlement Date.

Changes in Circumstances. 15.1 To the extent not already indemnified under Article 14, ifIf, as a result of (i) the implementation, implementation after the 2018 Amendment Date, date of this Agreement of any change in the applicable laws, regulations, accounting standards or regulatory requirements or any change in the interpretation or application of the aforementioned and/or (ii) the implementation, implementation after the 2018 Amendment Date, date of this Agreement of any applicable directive, request or requirement (whether or not having the force of law) of any central bank, self-regulating organisation, governmental, fiscal, monetary or other authority (including inter alia directives, requests, instructions, accounting standards or requirements which affect the manner in which any bank is required to maintain equity capital (own funds), taking into account its assets, liabilities, contingent liabilities or commitments): (i) the cost of the Purchaser, the Italian Issuer, any a Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent making available, agreeing to make available, maintaining or funding any Payment and/or assuming or maintaining their Commitment or otherwise giving effect to this Agreement shall be increased; and/or (ii) any sum received or receivable by the Purchaser, the Italian Issuer, any a Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent under the Transaction Documents shall be reduced (except for tax imposed on the general income of the Purchaser or default of a Debtor under any Sold Receivables or Refinanced Sold Receivables); and/or (iii) the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall become liable to make any payment on account of tax (except for tax imposed on its general income), or shall be compelled or obliged to forego any interest or other return, on or calculated by reference to the Commitment or any payment Payment under this Agreement, the Receivables Purchase Agreement and/or the Italian Subscription Agreement; as soon as such event has occurred and provided that such information is publicly available, the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, the Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall be entitled to claim from the Centralising Unit, acting as the case may be on its own behalf or on behalf of the Sellers, an indemnity equal to (a) the increased costs referred to in (i) above, and/or (b) the reduction referred to in (ii) above and/or (c) the amount referred to in (iii) above. To this effect, the Purchaser shall give notice to the Centralising Unit, by delivering to the latter a certificate specifying in sufficient detail the occurrence of the changes in circumstances and, if possible, the estimated amount and the actual amount and the reason(s) for the indemnity payable under this Article. 15.2 In the event of any dispute as to the amount of such an indemnity, the Purchaser and the Centralising Unit acting in the name and on behalf of the Sellers, shall work together as soon as possible and in good faith to seek a solution acceptable to the Partiesparties; in the event of a dispute, such indemnity shall nevertheless be paid by the Centralising Unit, acting on its own behalf and on behalf of the Sellers, who shall make the payment of such indemnity forthwith following receipt of the notice sent by the Purchaser. If no suitable agreement has been reached within thirty (30) calendar days following the coming into force of such event, the Commitment Expiry Date shall be deemed to have occurred on the thirtieth day after such an event. The Parties parties hereby agree that during the thirty-day period provided in the foregoing sentence, no Remaining Purchasable Receivable or Ongoing Purchasable Receivable Receivables shall be sold to the Purchaser on a Funded Settlement Date.. CHAPTER VIII - ORDER OF PRIORITY - PAYMENTS

Changes in Circumstances. 15.1 To the extent not already indemnified under Article 14, ifIf, as a result of (i) the implementation, implementation after the 2018 Amendment Date, Closing Date of this Agreement of any change in the applicable laws, regulations, accounting standards or regulatory requirements or any change in the interpretation or application of the aforementioned and/or (ii) the implementation, implementation after the 2018 Amendment Date, Closing Date of this Agreement of any applicable directive, request or requirement (whether or not having the force of law) of any central bank, self-regulating organisation, governmental, fiscal, monetary or other authority (including inter alia directives, requests, instructions, accounting standards or requirements which affect the manner in which any bank is required to maintain equity capital (own funds), taking into account its assets, liabilities, contingent liabilities or commitments): (i) the cost of the Purchaser, the Italian Issuer, any a Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent making available, agreeing to make available, maintaining or funding any Payment and/or assuming or maintaining their Commitment or otherwise giving effect to this Agreement shall be increased; and/or (ii) any sum received or receivable by the Purchaser, the Italian Issuer, any a Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent under the Transaction Documents shall be reduced (except for tax imposed on the general income of the Purchaser or default of a Debtor under any Sold Receivables or Refinanced Sold Receivables); and/or (iii) the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall become liable to make any payment on account of tax (except for tax imposed on its general income), or shall be compelled or obliged to forego any interest or other return, on or calculated by reference to the Commitment or any payment Payment under this Agreement, the Receivables Purchase Agreement and/or the Italian Subscription Agreement; as soon as such event has occurred and provided that such information is publicly available, the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, the Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall be entitled to claim from the Centralising Unit, acting as the case may be on its own behalf or on behalf of the Sellers, an indemnity equal to (a) the increased costs referred to in (i) above, and/or (b) the reduction referred to in (ii) above and/or (c) the amount referred to in (iii) above. To this effect, the Purchaser shall give notice to the Centralising Unit, by delivering to the latter a certificate specifying in sufficient detail the occurrence of the changes in circumstances and, if possible, the estimated amount and the actual amount and the reason(s) for the indemnity payable under this Article. 15.2 In the event of any dispute as to the amount of such an indemnity, the Purchaser and the Centralising Unit acting in the name and on behalf of the Sellers, shall work together as soon as possible and in good faith to seek a solution acceptable to the Partiesparties; in the event of a dispute, such indemnity shall nevertheless be paid by the Centralising Unit, acting on its own behalf and on behalf of the Sellers, who shall make the payment of such indemnity forthwith following receipt of the notice sent by the Purchaser. If no suitable agreement has been reached within thirty (30) calendar days following the coming into force of such event, the Commitment Expiry Date shall be deemed to have occurred on the thirtieth day after such an event. The Parties parties hereby agree that during the thirty-day period provided in the foregoing sentence, no Remaining Purchasable Receivable or Ongoing Purchasable Receivable Receivables shall be sold to the Purchaser on a Funded Settlement Date.. CHAPTER VIII - ORDER OF PRIORITY - PAYMENTS

Changes in Circumstances. 15.1 To the extent not already indemnified under Article 14, if, as a result of (i) the implementation, after the 2018 2021 Amendment Date, of any change in the applicable laws, regulations, accounting standards or regulatory requirements or any change in the interpretation or application of the aforementioned and/or (ii) the implementation, after the 2018 2021 Amendment Date, of any applicable directive, request or requirement (whether or not having the force of law) of any central bank, self-regulating organisation, governmental, fiscal, monetary or other authority (including inter alia directives, requests, instructions, accounting standards or requirements which affect the manner in which any bank is required to maintain equity capital (own funds), taking into account its assets, liabilities, contingent liabilities or commitments): (i) the cost of the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent making available, agreeing to make available, maintaining or funding any Payment and/or assuming or maintaining their Commitment or otherwise giving effect to this Agreement shall be increased; and/or (ii) any sum received or receivable by the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent under the Transaction Documents shall be reduced (except for tax imposed on the general income of the Purchaser or default of a Debtor under any Sold Receivables or Refinanced Sold Receivables); and/or (iii) the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall become liable to make any payment on account of tax (except for tax imposed on its general income), or shall be compelled or obliged to forego any interest or other return, on or calculated by reference to the Commitment or any payment under this Agreement, the Receivables Purchase Agreement and/or the Italian Subscription Agreement; as soon as such event has occurred and provided that such information is publicly available, the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, the Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall be entitled to claim from the Centralising Unit, acting as the case may be on its own behalf or on behalf of the Sellers, an indemnity equal to (a) the increased costs referred to in (i) above, and/or (b) the reduction referred to in (ii) above and/or (c) the amount referred to in (iii) above. To this effect, the Purchaser shall give notice to the Centralising Unit, by delivering to the latter a certificate specifying in sufficient detail the occurrence of the changes in circumstances and, if possible, the estimated amount and the actual amount and the reason(s) for the indemnity payable under this Article. 15.2 In the event of any dispute as to the amount of such an indemnity, the Purchaser and the Centralising Unit acting in the name and on behalf of the Sellers, shall work together as soon as possible and in good faith to seek a solution acceptable to the Parties; in the event of a dispute, such indemnity shall nevertheless be paid by the Centralising Unit, acting on its own behalf and on behalf of the Sellers, who shall make the payment of such indemnity forthwith following receipt of the notice sent by the Purchaser. If no suitable agreement has been reached within thirty (30) calendar days following the coming into force of such event, the Commitment Expiry Date shall be deemed to have occurred on the thirtieth day after such an event. The Parties hereby agree that during the thirty-day period provided in the foregoing sentence, no Remaining Purchasable Receivable or Ongoing Purchasable Receivable shall be sold to the Purchaser on a Funded Settlement Date.

Changes in Circumstances. 15.1 To If after the extent not already indemnified under Article 14, if, as a result date of this Agreement by reason of (i1) the implementation, after the 2018 Amendment Date, introduction of any change in the applicable laws, regulations, accounting standards or regulatory requirements or any change in the interpretation law or in its interpretation, administration or application of the aforementioned and/or (ii2) the implementationcompliance with any new request, after the 2018 Amendment Datedirective or requirement of whatsoever nature, from or requirement of any applicable directivecentral bank or other fiscal, request monetary or requirement competent authority (whether or not having the force of lawlaw):- (a) there is any increase in the cost to the Bank of agreeing to make, fund or maintain or of making, funding or maintaining all or any part of the Loan or any unpaid sums due to it under any of the Finance Documents; or (b) the Bank suffers a reduction in the amount of any central bank, self-regulating organisation, governmental, fiscal, monetary or other authority (including inter alia directives, requests, instructions, accounting standards or requirements which affect the manner in which any bank is required to maintain equity capital (own funds), taking into account its assets, liabilities, contingent liabilities or commitments): (i) the cost of the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent making available, agreeing to make available, maintaining or funding any Payment and/or assuming or maintaining their Commitment or otherwise giving effect to this Agreement shall be increased; and/or (ii) any sum payment received or receivable by it or forgoes any interest or other return on or in relation to the Purchaser, the Italian Issuer, Loan or suffers a reduction in return on capital as a result of having entered into any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent under the Transaction Documents shall be reduced (except for tax imposed on the general income of the Purchaser Finance Documents and assumed or default of a Debtor under any Sold Receivables or Refinanced Sold Receivables)performed its obligations thereunder; and/oror (iiic) the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall become Bank becomes liable to make any payment on account of tax (except for tax imposed on its general income), or shall be compelled or obliged to forego any interest or other return, on or calculated by reference to the Commitment amount of any sum received or receivable by it or owed to it under any payment under this Agreementof the Finance Documents (other than tax on its overall net income or profits), (each an “Increased Cost”) then the Receivables Purchase Agreement and/or Borrower shall from time to time promptly on demand pay to the Italian Subscription Agreement; as soon as such event has occurred and provided that such information is publicly availableBank amounts sufficient to indemnify the Bank against, the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, the Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall be entitled to claim from the Centralising Unit, acting as the case may be on its own behalf be, any such cost, reduction, forgoing or on behalf of the Sellers, an indemnity equal to (a) the increased costs referred to in liability provided always and it is hereby agreed that:- (i) above, and/or (b) the reduction referred to in Bank shall promptly notify the Borrower of the happening of such event; (ii) above and/or (c) the amount referred to Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in (iii) above. To this effectconnection therewith and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Purchaser shall give notice 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 Centralising Unit, by delivering to the latter a certificate specifying in sufficient detail the occurrence of the changes in circumstances and, if possible, the estimated amount and the actual amount and the reason(s) for the indemnity payable under this Article. 15.2 In the event of any dispute as to the amount of such an indemnity, the Purchaser and the Centralising Unit acting in the name and on behalf of the SellersBasel III, shall work together as soon as possible and in good faith to seek a solution acceptable to the Parties; in the event of a dispute, such indemnity shall nevertheless be paid by the Centralising Unit, acting on its own behalf and on behalf of the Sellers, who shall make the payment of such indemnity forthwith following receipt of the notice sent by the Purchaser. If no suitable agreement has been reached within thirty (30) calendar days following the coming into force of such event, the Commitment Expiry Date shall each case be deemed to have occurred on be a “change in law”, regardless of the thirtieth day after such an event. The Parties hereby agree that during the thirty-day period provided in the foregoing sentencedate enacted, no Remaining Purchasable Receivable adopted or Ongoing Purchasable Receivable shall be sold to the Purchaser on a Funded Settlement Date.issued; and

Changes in Circumstances. 15.1 To the extent not already indemnified under Article 14, if, as a result of (i) the implementation, after the 2018 2014 Amendment Date, of any change in the applicable laws, regulations, accounting standards or regulatory requirements or any change in the interpretation or application of the aforementioned and/or (ii) the implementation, after the 2018 2014 Amendment Date, of any applicable directive, request or requirement (whether or not having the force of law) of any central bank, self-regulating organisation, governmental, fiscal, monetary or other authority (including inter alia directives, requests, instructions, accounting standards or requirements which affect the manner in which any bank is required to maintain equity capital (own funds), taking into account its assets, liabilities, contingent liabilities or commitments): (i) the cost of the Purchaser, the Italian IssuerRefinanced Seller, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent making available, agreeing to make available, maintaining or funding any Payment and/or assuming or maintaining their Commitment or otherwise giving effect to this Agreement shall be increased; and/or (ii) any sum received or receivable by the Purchaser, the Italian IssuerRefinanced Seller, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent under the Transaction Documents shall be reduced (except for tax imposed on the general income of the Purchaser or default of a Debtor under any Sold Receivables or Refinanced Sold Receivables); and/or (iii) the Purchaser, the Italian IssuerRefinanced Seller, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall become liable to make any payment on account of tax (except for tax imposed on its general income), or shall be compelled or obliged to forego any interest or other return, on or calculated by reference to the Commitment or any payment under this Agreement, the Receivables Purchase Agreement and/or the Italian Subscription Refinanced Receivables Purchase Agreement; as soon as such event has occurred and provided that such information is publicly available, the Purchaser, the Italian IssuerRefinanced Seller, any Liquidity Bank, any Fund Subscriber, the Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall be entitled to claim from the Centralising Unit, acting as the case may be on its own behalf or on behalf of the Sellers, an indemnity equal to (a) the increased costs referred to in (i) above, and/or (b) the reduction referred to in (ii) above and/or (c) the amount referred to in (iii) above. To this effect, the Purchaser shall give notice to the Centralising Unit, by delivering to the latter a certificate specifying in sufficient detail the occurrence of the changes in circumstances and, if possible, the estimated amount and the actual amount and the reason(s) for the indemnity payable under this Article. 15.2 In the event of any dispute as to the amount of such an indemnity, the Purchaser and the Centralising Unit acting in the name and on behalf of the Sellers, shall work together as soon as possible and in good faith to seek a solution acceptable to the Parties; in the event of a dispute, such indemnity shall nevertheless be paid by the Centralising Unit, acting on its own behalf and on behalf of the Sellers, who shall make the payment of such indemnity forthwith following receipt of the notice sent by the Purchaser. If no suitable agreement has been reached within thirty (30) calendar days following the coming into force of such event, the Commitment Expiry Date shall be deemed to have occurred on the thirtieth day after such an event. The Parties hereby agree that during the thirty-day period provided in the foregoing sentence, no Remaining Purchasable Receivable or Ongoing Purchasable Receivable shall be sold to the Purchaser on a Funded Settlement Date.

Changes in Circumstances. 15.1 To 13.01 In the extent not already indemnified under Article 14, if, as a result of event that by reason of: (ia) the implementationintroduction of, after the 2018 Amendment Date, of or any change in the in, any applicable lawslaw or regulation, regulations, accounting standards or regulatory requirements or any change in the interpretation or application thereof; or (b) compliance by the Lenders with any directive, request or requirement (whether or not having the force of law) of any central bank, government, or analogous monetary authority, it becomes unlawful, prohibited or contrary to such directive, request or requirement for the Lenders to maintain or give effect to any of their obligations as contemplated by this Agreement, then the Agent shall notify the Borrowers thereof and, if the Loan or any portion thereof has been advanced by the Lenders, the Borrowers shall consult with Agent to determine ways to avoid the effect of such measures but if no such mechanism can be determined the Borrowers shall prepay the Loan forthwith in accordance with the terms of this Agreement and the obligations of the aforementioned and/or Lenders shall thereupon terminate. 13.02 If the Agent shall reasonably conclude and certify to the Companies that: (iia) the implementationeffect of any applicable law, after regulation or regulatory requirements, or the 2018 Amendment Dateinterpretation or application thereof, or any change therein (including the imposition of Taxes on payments hereunder, other than Taxes on the overall net income of the Lenders); or (b) the effect of complying with any applicable directive, request or requirement (whether or not having the force of law) of any central bank, self-regulating organisation, governmental, fiscal, governmental or analogous monetary or other authority (including inter alia directivesany type of liquidity, requests, instructions, accounting standards stock or capital adequacy controls or other banking or monetary controls or requirements which affect affects the manner in which any bank is required the Lenders allocate capital resources to maintain equity capital (own fundstheir obligations hereunder), taking into account its assets, liabilities, contingent liabilities or commitments):is to: (i) increase the cost to the Lenders of the Purchasermaking, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent making available, agreeing to make available, maintaining or funding any Payment and/or assuming or maintaining their Commitment commitment hereunder or otherwise giving effect the Loan or being a party to this Agreement shall be increasedAgreement; and/oror (ii) reduce the amount of any sum received or receivable by payment to the Purchaser, Agent for the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor Lenders under this Agreement or the Agent under the Transaction Documents shall be reduced (except for tax imposed on the general income of the Purchaser or default of a Debtor under any Sold Receivables or Refinanced Sold Receivables); and/or (iii) the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall become liable to make any payment on account of tax (except for tax imposed on its general income), or shall be compelled or obliged to forego any interest or other return, on or calculated by reference effective return to the Commitment or any payment Lenders on their capital under this Agreement, then, and in any such case, the Receivables Purchase Agreement and/or Agent shall notify the Italian Subscription Agreement; Companies as soon as practicable thereof and the Companies shall from time to time, jointly and severally, pay to the Agent on demand such event has occurred and provided that such information is publicly available, the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, the Issuer, the Management Company, the Custodian, the Fund, the Depositor or amounts as the Agent shall reasonably specify to be entitled necessary to claim from compensate the Centralising UnitLenders for such increased cost or such reduction. 13.03 If and each time that prior to any Interest Period the Agent shall have determined in good faith that, acting by reason of circumstances (the "Circumstances") affecting the London Interbank Dollar Market, either: (a) adequate and fair means do not exist for ascertaining the rate of interest applicable to the Loan (or any part thereof) during such Interest Period pursuant to Clause 3 hereof; or (b) Dollars are not available to the Lender in order to fund the Loan (or any part thereof) during such Interest Period, then the Agent shall as soon as practicable give notice of such determination to the Companies and, if such notice shall be given prior to the advance of the Loan (or the relevant part thereof) by the Lender, the right of the Borrowers to borrow hereunder shall be suspended during the continuance of the Circumstances, provided, however, that during the thirty days following such notice, the Companies and the Agent shall negotiate in good faith in order to arrive at an alternative interest rate or (as the case may be) an alternative basis for the Lenders to fund or continue to fund the Loan (or the relevant part thereof) during such Interest Period. If within such thirty day period an alternative interest rate or (as the case may be) an alternative basis to fund or to continue to fund the Loan (or the relevant part thereof) is agreed upon, such alternative interest rate or (as the case may be) such alternative basis shall take effect in accordance with its terms. If the Companies and the Agent fail to agree on such an alternative interest rate or (as the case may be) alternative basis within such thirty day period and the Circumstances are continuing at the end of such thirty day period, then the Agent shall set an interest period and interest rate representing the cost to the Lender of funding the Loan plus the Margin in Dollars. If the Circumstances shall continue at the end of such interest period, the procedure in this Clause 13.03 shall be on its own behalf or on behalf repeated. If the Companies shall not agree with such rate then the Companies shall give not less than 15 Business Days' irrevocable notice of prepayment to the Lender in which case the commitment of the Sellers, an indemnity equal to Lenders hereunder for the Loan (aor the relevant part thereof) the increased costs referred to in (i) above, and/or (b) the reduction referred to in (ii) above and/or (c) the amount referred to in (iii) above. To this effect, the Purchaser shall give notice to the Centralising Unit, by delivering to the latter a certificate specifying in sufficient detail the occurrence of the changes in circumstances thereupon be canceled and, if possiblethe Loan (or the relevant part thereof) is outstanding, the estimated amount Borrowers shall, jointly and severally, prepay the Loan (or the relevant part thereof) on the first Business Day after such period in accordance with the terms of this Agreement and the actual amount and the reason(s) for the indemnity payable under this Article. 15.2 In the event of any dispute as to the amount of such an indemnity, the Purchaser and the Centralising Unit acting in the name and on behalf obligations of the Sellers, Lender shall work together as soon as possible and in good faith thereupon terminate to seek a solution acceptable to the Parties; in the event of a dispute, such indemnity shall nevertheless be paid by the Centralising Unit, acting on its own behalf and on behalf of the Sellers, who shall make the payment of such indemnity forthwith following receipt of the notice sent by the Purchaser. If no suitable agreement has been reached within thirty (30) calendar days following the coming into force of such event, the Commitment Expiry Date shall be deemed to have occurred on the thirtieth day after such an event. The Parties hereby agree that during the thirty-day period provided in the foregoing sentence, no Remaining Purchasable Receivable or Ongoing Purchasable Receivable shall be sold to the Purchaser on a Funded Settlement Dateextent.

Changes in Circumstances. 15.1 To the extent not already indemnified under Article 14, if, as a result of (i) the implementation, implementation after the 2018 Amendment Date, Closing Date of this Agreement of any change in the applicable laws, regulations, accounting standards or regulatory requirements or any change in the interpretation or application of the aforementioned and/or (ii) the implementation, implementation after the 2018 Amendment Date, Closing Date of this Agreement of any applicable directive, request or requirement (whether or not having the force of law) of any central bank, self-regulating organisation, governmental, fiscal, monetary or other authority (including inter alia directives, requests, instructions, accounting standards or requirements which affect the manner in which any bank is required to maintain equity capital (own funds), taking into account its assets, liabilities, contingent liabilities or commitments): (i) the cost of the Purchaser, the Italian IssuerRefinanced Seller, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent making available, agreeing to make available, maintaining or funding any Payment and/or assuming or maintaining their Commitment or otherwise giving effect to this Agreement shall be increased; and/or (ii) any sum received or receivable by the Purchaser, the Italian IssuerRefinanced Seller, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent under the Transaction Documents shall be reduced (except for tax imposed on the general income of the Purchaser or default of a Debtor under any Sold Receivables or Refinanced Sold Receivables); and/or (iii) the Purchaser, the Italian IssuerRefinanced Seller, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall become liable to make any payment on account of tax (except for tax imposed on its general income), or shall be compelled or obliged to forego any interest or other return, on or calculated by reference to the Commitment or any payment under this Agreement, the Receivables Purchase Agreement and/or the Italian Subscription Refinanced Receivables Purchase Agreement; as soon as such event has occurred and provided that such information is publicly available, the Purchaser, the Italian IssuerRefinanced Seller, any Liquidity Bank, any Fund Subscriber, the Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall be entitled to claim from the Centralising Unit, acting as the case may be on its own behalf or on behalf of the Sellers, an indemnity equal to (a) the increased costs referred to in (i) above, and/or (b) the reduction referred to in (ii) above and/or (c) the amount referred to in (iii) above. To this effect, the Purchaser shall give notice to the Centralising Unit, by delivering to the latter a certificate specifying in sufficient detail the occurrence of the changes in circumstances and, if possible, the estimated amount and the actual amount and the reason(s) for the indemnity payable under this Article. 15.2 In the event of any dispute as to the amount of such an indemnity, the Purchaser and the Centralising Unit acting in the name and on behalf of the Sellers, shall work together as soon as possible and in good faith to seek a solution acceptable to the Partiesparties; in the event of a dispute, such indemnity shall nevertheless be paid by the Centralising Unit, acting on its own behalf and on behalf of the Sellers, who shall make the payment of such indemnity forthwith following receipt of the notice sent by the Purchaser. If no suitable agreement has been reached within thirty (30) calendar days following the coming into force of such event, the Commitment Expiry Date shall be deemed to have occurred on the thirtieth day after such an event. The Parties parties hereby agree that during the thirty-day period provided in the foregoing sentence, no Remaining Purchasable Receivable or Ongoing Purchasable Receivable shall be sold to the Purchaser on a Settlement Date. 16.1 Without prejudice to Article 16.2, on each Settlement Date during the Amortisation Period, the Purchaser shall apply the Distributed Amounts, in the following order: 1. to the payment of any of the following sums that are due and payable on such date in accordance with the provisions of the Master Senior Deposit Agreement: 1.1 the Margin due to ESTER FINANCE; 1.2 the Immobilisation Indemnity due pursuant to article 8.1 of the Master Senior Deposit Agreement; 1.3 the Deposit Fee due pursuant to article 8.2 of the Master Senior Deposit Agreement; until their full payment; provided that on each Intermediary Settlement Date, the sums referred to in this point 1. to be paid on the next Funded Settlement Date., calculated prorata temporis, shall be excluded from the Distributed Amounts available on such Intermediary Settlement Date and shall be reserved by the Purchaser in order to be paid on such Funded Settlement Date;

Changes in Circumstances. 15.1 To the extent not already indemnified under Article 1410.1 Increased Costs If, if, as a result by reason of (i) the implementation, after the 2018 Amendment Date, of any change in the applicable laws, regulations, accounting standards law or regulatory requirements or any change in the its interpretation or application of administration coming into effect after the aforementioned Original Facility Date and/or (ii) the implementation, after the 2018 Amendment Date, of compliance with any applicable directive, Capital Adequacy Requirement or any other request from or requirement (whether or not having the force of law) of any central bank, self-regulating organisation, governmental, bank or other fiscal, monetary or other authority (including inter alia directives, requests, instructions, accounting standards coming into effect after the Original Facility Date compliance with which is obligatory or requirements which affect the manner in which any bank is required to maintain equity capital (own funds), taking into account its assets, liabilities, contingent liabilities or commitments):customary for such Bank: (i) a Bank or any holding company of such Bank is unable to obtain the cost rate of the Purchaser, the Italian Issuer, any Liquidity return on its overall capital which it would have been able to obtain but for such Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor 's entering into or the Agent making available, agreeing to make available, maintaining or funding any Payment and/or assuming or maintaining their Commitment a commitment or otherwise giving effect performing its obligations (including its obligation to participate in the making of Advances) under this Agreement shall be increased; and/orAgreement; (ii) a Bank or any sum received holding company of such Bank incurs a cost as a result of such Bank's entering into or receivable by assuming or maintaining a commitment or performing its obligations (including its obligation to participate in the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent making of Advances) under the Transaction Documents shall be reduced (except for tax imposed on the general income of the Purchaser or default of a Debtor under any Sold Receivables or Refinanced Sold Receivables); and/orthis Agreement; (iii) there is any increase in the Purchaser, cost to a Bank or any holding company of such Bank of funding or maintaining all or any of the Italian Issuer, loans comprised in a class of loans formed by or including such Bank's share of the Advances; or (iv) a Bank or any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall become holding company of such Bank becomes liable to make any payment on account of tax or otherwise (except for not being a tax imposed on and calculated by reference to the net income paid to and received by such Bank's Facility Office by the jurisdiction in which it is incorporated or in which its general income), or shall be compelled or obliged to forego any interest or other return, Facility Office is located) on or calculated by reference to the Commitment amount of such Bank's share of the Advances and/or to any sum received or any payment under this Agreementreceivable by it hereunder, then the Receivables Purchase Agreement and/or Borrower shall, from time to time on demand of the Italian Subscription Agreement; as soon as such event has occurred and provided that such information is publicly availableAgent, the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, the Issuer, the Management Company, the Custodian, the Fund, the Depositor or promptly pay to the Agent shall be entitled for the account of that Bank amounts sufficient to claim hold harmless and indemnify that Bank or such Bank's holding company from the Centralising Unitand against, acting as the case may be be, (1) such reduction in the rate of return on its own behalf overall capital, (2) such cost, (3) such increased cost (or on behalf such proportion of such increased cost as is, in the opinion of that Bank, attributable to its participating in the funding or maintaining of Advances) or (4) such liability. No claim shall be made by any Bank under this Clause 10.1 (Increased Costs) in respect of any increased cost which arises out of a change to applicable law or regulation affecting that Bank which has been issued prior to the date of the Sellersfirst drawdown hereunder and compliance with which by that Bank is commercially reasonable (including, an indemnity equal to (a) the without limitation, any reduction in return or increased costs referred to in (i) above, and/or (b) the reduction referred to in (ii) above and/or (c) the amount referred to in (iii) above. To this effect, the Purchaser shall give notice to the Centralising Unit, by delivering to the latter cost which arises as a certificate specifying in sufficient detail the occurrence of the changes in circumstances and, if possible, the estimated amount and the actual amount and the reason(s) for the indemnity payable under this Article. 15.2 In the event consequence of any dispute as to law or directive implementing the amount of such an indemnity, the Purchaser and the Centralising Unit acting Basle Paper in the name and on behalf of manner in which it is being implemented at the Sellers, shall work together as soon as possible and in good faith to seek a solution acceptable to the Parties; in the event of a dispute, such indemnity shall nevertheless be paid by the Centralising Unit, acting on its own behalf and on behalf of the Sellers, who shall make the payment of such indemnity forthwith following receipt of the notice sent by the Purchaser. If no suitable agreement has been reached within thirty (30) calendar days following the coming into force of such event, the Commitment Expiry Date shall be deemed to have occurred on the thirtieth day after such an event. The Parties hereby agree that during the thirty-day period provided in the foregoing sentence, no Remaining Purchasable Receivable or Ongoing Purchasable Receivable shall be sold to the Purchaser on a Funded Settlement Original Facility Date).

Changes in Circumstances. 15.1 To 11.1 INCREASED COSTS If, by reason of (i) any change occurring after the extent not already indemnified date hereof in law or in its official application and/or (ii) compliance with any Capital Adequacy Requirement or any other request from or requirement of any central bank or other fiscal, monetary or other authority which have the supervision of the relevant banks who must observe or who are accustomed to observing such requests or requirements and which is made or occurs after the date hereof: (a) a Bank or any holding company of such Bank is unable to obtain the rate of return on its overall capital which it would have been able to obtain but for such Bank's entering into or assuming or maintaining a commitment or performing its obligations (including its obligation to participate in the making of Advances) under Article 14, if, this Agreement; (b) a Bank or any holding company of such Bank incurs a cost as a result of such Bank's entering into or maintaining a commitment or performing its obligations (including its obligation to participate in the making of Advances) under this Agreement; (c) there is any increase in the cost to a Bank or any holding company of such Bank of funding or maintaining all or any of the loans comprised in a class of loans specified by the relevant authority formed by or including such Bank's share of the Advances; or (d) a Bank or any holding company of such Bank becomes liable to make any payment on account of tax or otherwise (not being a tax imposed on and calculated by reference to the net income paid to and received by either of such Bank's Facility Offices by the jurisdiction in which it is incorporated or in which such Facility Office is located) on or calculated by reference to the amount of such Bank's share of the Advances and/or to any sum received or receivable by it hereunder; then each Borrower shall, from time to time within 20 business days of demand of the Agent, pay to the Agent for the account of that Bank amounts sufficient to put that Bank or its holding company (as the case may be) in no better or worse position than before the relevant change, Capital Adequacy Requirement, request or other requirement resulting in (1) such reduction in the rate of return on capital, (2) such cost, (3) such increased cost (or such proportion of such increased cost as is, in the opinion of that Bank, attributable to its participating in the funding or maintaining of Advances), or (4) such liability and PROVIDED THAT where such reduction in the rate of return on capital, cost, increased cost (or proportion thereof) or liability involves the relevant Bank in making a payment, no Borrower shall be obliged to make any payment in respect thereof under this Clause 11.1 until the Bank has made the relevant payment. 11.2 INCREASED COSTS CLAIMS A Bank intending to make a claim pursuant to Clause 11.1 (INCREASED COSTS) shall notify the Agent in writing of the event (together with reasonable details and evidence of the relevant circumstances) by reason of which it is entitled to do so, whereupon the Agent shall notify each of the Borrowers in writing thereof Provided that nothing herein shall require such Bank to disclose any confidential information relating to the organisation of its affairs. Notwithstanding the provisions of Clause 11.1 (INCREASED COSTS), no Bank shall be entitled to make any claim under Clause 11.1 (INCREASED COSTS): (i) in respect of any reduction in such rate of return, cost, increased cost (or such proportion thereof) or liability as is referred to in Clause 11.1 to the implementationextent that the same is compensated for by the operation of Clause 9.2 (TAX INDEMNITY); (ii) in respect of any reduction in such rate of return, after the 2018 Amendment Datecost, of increased cost (or such proportion thereof) or liability resulting from any change in the applicable laws, regulations, accounting standards taxation or regulatory requirements rate of taxation on the overall net income or any change gross turnover of a Bank imposed in the interpretation jurisdiction in which such Bank's principal office is for the time being located or application on the net income or gross turnover of a Bank's Facility Office imposed in the aforementioned and/or jurisdiction in which that Facility Office is located; (iiiii) the implementation, after the 2018 Amendment Date, resulting from a failure by that Bank to comply with any request from or requirement of any applicable directivecentral bank or other fiscal, request monetary or requirement other authority (whether or not having the force of law); or (iv) in respect of any central bankreduction in such rate of return, self-regulating organisationcost, governmentalincreased cost (or such proportion thereof) or liability for which (and to the extent that) that Bank has received compensation in respect thereof. 11.3 ILLEGALITY If, fiscalat any time, monetary it is unlawful for a Bank to make, fund or allow to remain outstanding all or part of its share of the Advances made or to be made to any Borrower, then that Bank shall, promptly after becoming aware of the same, deliver to the Guarantor through the Agent a note to that effect (together with evidence of the relevant unlawfulness) and (subject to Clause 11.4 (MITIGATION): (a) such Bank shall not thereafter be obliged to participate in the making of any Advances to the relevant Borrower or Borrowers; (b) if the unlawfulness relates to its Commitment, either such Borrower or Borrowers shall cease to be a Borrower hereunder (if there are no Advances owing by such Borrower or Borrowers and no other authority amounts owing by such Borrower or Borrowers hereunder) and, if the relevant Borrower is the Guarantor the amount of its Commitment shall be immediately reduced to zero; and (including inter alia directivesc) if the Agent on behalf of such Bank so requires, requestseach respective Borrower shall on such date as the Agent shall have specified (being no earlier than the last day of any applicable grace period which the relevant law permits) repay such Bank's share of any outstanding Advances made to such Borrower together with accrued interest thereon and all other amounts owing to such Bank hereunder, instructions, accounting standards or requirements which affect the manner in which any bank without prejudice to Clause 8.4 (REPAYMENT OF A BANK'S SHARE OF THE LOAN). 11.4 MITIGATION If circumstances are such that an Obligor is required to maintain equity capital make a payment or a Bank intends to claim indemnification from an Obligor under Clause 9.1 (own fundsTAX GROSS-UP), taking into account its assets, liabilities, contingent liabilities or commitments): Clause 9.2 (i) the cost of the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent making available, agreeing to make available, maintaining or funding any Payment and/or assuming or maintaining their Commitment or otherwise giving effect to this Agreement shall be increased; and/or (ii) any sum received or receivable by the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent under the Transaction Documents shall be reduced (except for tax imposed on the general income of the Purchaser or default of a Debtor under any Sold Receivables or Refinanced Sold Receivables); and/or (iii) the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall become liable to make any payment on account of tax (except for tax imposed on its general incomeTAX INDEMNITY), Clause 11.1 (INCREASED COSTS) or Clause 11.3 (ILLEGALITY) applies such Bank shall be compelled or obliged to forego any interest or other return, on or calculated by reference to the Commitment or any payment under this Agreement, the Receivables Purchase Agreement and/or the Italian Subscription Agreement; as soon as such event has occurred and provided that such information is publicly available, the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, the Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall be entitled to claim from the Centralising Unit, acting as the case may be on its own behalf or on behalf of the Sellers, an indemnity equal to (a) the increased costs referred to in (i) above, and/or (b) the reduction referred to in (ii) above and/or (c) the amount referred to in (iii) above. To this effect, the Purchaser shall give notice to the Centralising Unit, by delivering to the latter a certificate specifying in sufficient detail the occurrence of the changes in circumstances and, if possible, the estimated amount and the actual amount and the reason(s) for the indemnity payable under this Article. 15.2 In the event of any dispute as to the amount of such an indemnity, the Purchaser and the Centralising Unit acting in the name and on behalf of the Sellers, shall work together as soon as possible and negotiate in good faith with the Agent and the Obligors and use all reasonable endeavours to seek take such steps as are reasonably open to it to mitigate or remove those circumstances (including a solution change in its Facility Office or the transfer of its rights, benefits and obligations hereunder to another financial institution acceptable to the Parties; Obligors and willing to participate in the event Facility) with a view to mitigating the effect of a dispute, such indemnity circumstances on the Obligors Provided that nothing in this Clause 11.4 (MITIGATION) shall nevertheless be paid by the Centralising Unit, acting oblige any Bank to take any steps which it considers may have an adverse effect on its own behalf and on behalf of the Sellersbusiness, who operations or financial condition nor shall make the payment of such indemnity forthwith following receipt of the notice sent by the Purchaser. If no suitable agreement has been reached within thirty (30) calendar days following the coming into force of such event, the Commitment Expiry Date shall Bank be deemed required to have occurred on the thirtieth day after such an event. The Parties hereby agree that during the thirty-day period provided in the foregoing sentence, no Remaining Purchasable Receivable or Ongoing Purchasable Receivable shall disclose any information relating thereto which it considers to be sold to the Purchaser on a Funded Settlement Dateconfidential.

Changes in Circumstances. 15.1 To 12.1 ILLEGALITY Where the extent not already indemnified under Article 14introduction, if, as a result of (i) the implementation, after the 2018 Amendment Date, imposition or variation of any change in the applicable laws, regulations, accounting standards or regulatory requirements Law or any change in the interpretation or application of any Law in each case occurring after the aforementioned and/or date of this Agreement or, if later, the date on which the relevant Bank became a party to this Agreement, makes it unlawful or impractical without breaching such Law for any Bank to allow all or part of its participation in this Facility to remain outstanding or to fund all or part of its participation in an Advance or to carry out all or any of its other obligations under this Agreement or to charge or receive interest at the rate applicable under this Agreement, then, upon that Bank notifying the Facility Agent: 12.1.1 the Facility Agent shall notify the Borrower and that Bank's Commitment shall forthwith be reduced to the extent necessary to cure such illegality; 12.1.2 the Borrower shall, on the earlier of (i) the last day of the Interest Period for each Advance occurring after the Facility Agent has notified the Borrower, and (ii) the implementation, after day specified by the 2018 Amendment Date, Bank in the notice (being no earlier than the last day of any applicable directivegrace period permitted by Law) (and only to the extent necessary to cure such illegality), request prepay to the Facility Agent for the account of that Bank all of that Bank's participation in the Advances. 12.2 INCREASED COSTS Subject to Clause 12.3 (INCREASED COSTS - EXCEPTIONS), where any Finance Party determines that the enactment, introduction or requirement (whether or not having the force of law) variation of any central bankLaw or any change in the interpretation or application of any Law, self-regulating organisationin each case occurring after the date hereof or, governmentalif later, the date on which the relevant Finance Party became a party to the Financing Documents (including, without limitation, any such Law relating to a change in the currency of a country, taxation, reserve asset, special deposit, cash ratio, liquidity or capital adequacy requirements and/or any other form of banking, fiscal, monetary or other authority regulatory controls (including inter alia directivesand for the avoidance of doubt, requestsany change after the relevant date in respect of the solvency ratio for credit institutions under Council Directive 89/647/EEC of 18 December 1989, instructions, accounting standards as amended)) would cause it to incur or requirements which affect the manner in which any bank is required to maintain equity capital suffer an Increased Cost (own fundsas defined below), taking into such Finance Party shall notify the Facility Agent, promptly upon its becoming aware of such event and the Borrower shall forthwith on demand pay to the Facility Agent, for the account its assetsof that Finance Party, liabilitiessuch amounts as such Finance Party from time to time certifies (setting out reasonable information showing the basis for and calculation of such amount, contingent liabilities or commitments): (i) the cost PROVIDED THAT, in respect of the Purchasersuch information, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent making available, agreeing to make available, maintaining or funding any Payment and/or assuming or maintaining their Commitment or otherwise giving effect to this Agreement no Finance Party shall be increased; and/or (ii) any sum received or receivable by the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent under the Transaction Documents shall be reduced (except for tax imposed on the general income of the Purchaser or default of a Debtor under any Sold Receivables or Refinanced Sold Receivables); and/or (iii) the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall become liable to make any payment on account of tax (except for tax imposed on its general income), or shall be compelled or obliged to forego disclose any interest information regarding its tax affairs or other return, on or calculated by reference compensations to the Commitment or any payment under this Agreement, the Receivables Purchase Agreement and/or the Italian Subscription Agreement; as soon as such event has occurred and provided that such information is publicly available, the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, the Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall be entitled to claim from the Centralising Unit, acting as the case may be on its own behalf or on behalf of the Sellers, an indemnity equal to (aObligors) the increased costs referred to in (i) above, and/or (b) the reduction referred to in (ii) above and/or (c) the amount referred to in (iii) above. To this effect, the Purchaser shall give notice to the Centralising Unit, by delivering Facility Agent to the latter a certificate specifying in sufficient detail the occurrence of the changes in circumstances and, if possible, the estimated amount and the actual amount and the reason(s) for the indemnity payable under this Articlebe necessary to indemnify it against such Increased Cost (as defined below). 15.2 In the event of any dispute as to the amount of such an indemnity, the Purchaser and the Centralising Unit acting in the name and on behalf of the Sellers, shall work together as soon as possible and in good faith to seek a solution acceptable to the Parties; in the event of a dispute, such indemnity shall nevertheless be paid by the Centralising Unit, acting on its own behalf and on behalf of the Sellers, who shall make the payment of such indemnity forthwith following receipt of the notice sent by the Purchaser. If no suitable agreement has been reached within thirty (30) calendar days following the coming into force of such event, the Commitment Expiry Date shall be deemed to have occurred on the thirtieth day after such an event. The Parties hereby agree that during the thirty-day period provided in the foregoing sentence, no Remaining Purchasable Receivable or Ongoing Purchasable Receivable shall be sold to the Purchaser on a Funded Settlement Date.

Changes in Circumstances. 15.1 To Except as otherwise set forth in Schedule 5.1(p), since the extent Pre-Closing Balance Sheet Date, Seller has not already indemnified under Article 14, if, as a result of (i) sold, transferred or otherwise disposed of any properties or assets used in connection with the implementationconduct of or otherwise related to the US Delahaye Business other than in the ordinary and normal course of business and consistent with past practice, after (ii) pledged or subjected to any Lien (except a Permitted Lien) any of the 2018 Amendment DateAcquired Assets, (iii) conducted the US Delahaye Business other than in the ordinary and normal course, (iv) except for customary salary increases in the ordinary and normal course of business consistent with past practice, granted any salary increase or bonus or permitted any advance to any employee of the US Delahaye Business, instituted or granted any general salary increase to the employees or any group of employees of the US Delahaye Business or entered into any new, or altered or amended any existing, Employee Plan or Employment Contract, (v) paid any liability or obligation (fixed or contingent) relating to the US Delahaye Business other than in the ordinary and normal course of business, discharged or satisfied any Lien on any of the Acquired Assets other than in the ordinary and normal course of business, or settled any claim, liability or suit pending or threatened against the US Delahaye Business or any of the Acquired Assets, (vi) modified, amended, canceled or terminated any Contracts under circumstances that could materially and adversely affect the financial condition, results of operations, properties, assets, liabilities or business of Seller or the US Delahaye Business, (vii) written down the value of any inventory, or written off as uncollectible all or any portion of any accounts receivable, of the US Delahaye Business, (viii) canceled any other debts or claims, or waived any rights, with respect to the US Delahaye Business or any of the Acquired Assets or Assumed Liabilities, (ix) paid, incurred or accrued any management or similar fees with respect to the US Delahaye Business, (x) suffered any change in the applicable lawsfinancial condition, regulationsresults of operations, accounting standards properties, assets, liabilities or regulatory requirements business of Seller or the US Delahaye Business, except for ordinary and normal changes in the ordinary and normal course of business that have not individually or in the aggregate been materially adverse, (xi) made any material change in the interpretation any of its accounting policies or application of the aforementioned and/or practices, or (iixii) the implementation, after the 2018 Amendment Date, of any applicable directive, request agreed or requirement (whether or not having the force of law) of any central bank, self-regulating organisation, governmental, fiscal, monetary or other authority (including inter alia directives, requests, instructions, accounting standards or requirements which affect the manner obligated itself to do anything identified in which any bank is required to maintain equity capital (own funds), taking into account its assets, liabilities, contingent liabilities or commitments): clauses (i) the cost through (xi) of the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent making available, agreeing to make available, maintaining or funding any Payment and/or assuming or maintaining their Commitment or otherwise giving effect to this Agreement shall be increased; and/or (ii) any sum received or receivable by the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent under the Transaction Documents shall be reduced (except for tax imposed on the general income of the Purchaser or default of a Debtor under any Sold Receivables or Refinanced Sold ReceivablesSection 5.1(p); and/or (iii) the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall become liable to make any payment on account of tax (except for tax imposed on its general income), or shall be compelled or obliged to forego any interest or other return, on or calculated by reference to the Commitment or any payment under this Agreement, the Receivables Purchase Agreement and/or the Italian Subscription Agreement; as soon as such event has occurred and provided that such information is publicly available, the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, the Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall be entitled to claim from the Centralising Unit, acting as the case may be on its own behalf or on behalf of the Sellers, an indemnity equal to (a) the increased costs referred to in (i) above, and/or (b) the reduction referred to in (ii) above and/or (c) the amount referred to in (iii) above. To this effect, the Purchaser shall give notice to the Centralising Unit, by delivering to the latter a certificate specifying in sufficient detail the occurrence of the changes in circumstances and, if possible, the estimated amount and the actual amount and the reason(s) for the indemnity payable under this Article. 15.2 In the event of any dispute as to the amount of such an indemnity, the Purchaser and the Centralising Unit acting in the name and on behalf of the Sellers, shall work together as soon as possible and in good faith to seek a solution acceptable to the Parties; in the event of a dispute, such indemnity shall nevertheless be paid by the Centralising Unit, acting on its own behalf and on behalf of the Sellers, who shall make the payment of such indemnity forthwith following receipt of the notice sent by the Purchaser. If no suitable agreement has been reached within thirty (30) calendar days following the coming into force of such event, the Commitment Expiry Date shall be deemed to have occurred on the thirtieth day after such an event. The Parties hereby agree that during the thirty-day period provided in the foregoing sentence, no Remaining Purchasable Receivable or Ongoing Purchasable Receivable shall be sold to the Purchaser on a Funded Settlement Date.

Changes in Circumstances. 15.1 To Yield Protection ----------------------------------------------- (a) If any Regulatory Change or compliance by any Bank with any request made after the extent date of this Agreement by the Board of Governors of the Federal Reserve System or by any Federal Reserve Bank or other central bank or fiscal, monetary or similar authority (in each case whether or not already indemnified under Article 14, if, as a result having the force of law) shall: (i) impose, modify or make applicable any reserve, special deposit, Federal Deposit Insurance Corporation premium or similar requirement or imposition against assets held by, or deposits in or for the implementationaccount of, after or loans made by, or any other acquisition of funds for loans or advances by, any Bank; (ii) impose on any Bank any other condition regarding its Note; (iii) subject any Bank to, or cause the 2018 Amendment Date, withdrawal or termination of any previously granted exemption with respect to, any tax (including any withholding tax but not including any income tax not currently causing such Bank to be subject to withholding) or any other levy, impost, duty, charge, fee or deduction on or from any payments due from any Borrower; or (iv) change the basis of taxation of payments from any Borrower to such Bank (other than by reason of a change in the method of taxation of such Bank's net income); and the result of any of the foregoing events is to increase the cost to any Bank of making or maintaining any Loan or to reduce the amount of principal, interest or fees to be received by any Bank hereunder in respect of any Loan, such Bank will immediately so notify First Union and the Borrowers. If such Bank determines in good faith that the effects of the change resulting in such increased cost or reduced amount cannot reasonably be avoided or the cost thereof mitigated, then upon notice by such Bank to First Union and the Borrowers, the Borrowers shall pay to such Bank on each interest payment date of the Loan, such additional amount as shall be necessary to compensate such Bank for such increased cost or reduced amount. (b) If any Bank shall determine that any Regulation regarding capital adequacy or the adoption of any Regulation regarding capital adequacy, which Regulation is applicable lawsto banks (or their holding companies) generally and a specific bank (or its holding company) specifically, regulationsor any change therein, accounting standards or regulatory requirements or any change in the interpretation or application of administration thereof by any governmental authority, central bank or comparable agency charged with the aforementioned and/or interpretation or administration thereof, or compliance by such Bank (iior its holding company) the implementation, after the 2018 Amendment Date, of with any applicable directive, such request or requirement directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bankbank or comparable agency, self-regulating organisationhas the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, governmental, fiscal, monetary change or other authority compliance (including inter alia directives, requests, instructions, accounting standards or requirements which affect the manner in which any bank is required to maintain equity capital (own funds), taking into account its assets, liabilities, contingent liabilities or commitments): (iconsideration such Bank's policies with respect to capital adequacy) the cost of the Purchaserby an amount deemed by such Bank to be material, the Italian Issuer, any Liquidity Borrowers shall promptly pay to such Bank, any Fund Subscriber, any Issuer, upon the Management Company, the Custodian, the Fund, the Depositor or the Agent making available, agreeing to make available, maintaining or funding any Payment and/or assuming or maintaining their Commitment or otherwise giving effect to this Agreement shall be increased; and/or (ii) any sum received or receivable by the Purchaser, the Italian Issuer, any Liquidity demand of such Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor such additional amount or the Agent under the Transaction Documents shall be reduced (except amounts as will compensate such Bank for tax imposed on the general income of the Purchaser or default of a Debtor under any Sold Receivables or Refinanced Sold Receivables); and/orsuch reduction. (iii) the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall become liable to make any payment on account of tax (except for tax imposed on its general income), or shall be compelled or obliged to forego any interest or other return, on or calculated by reference to the Commitment or any payment under this Agreement, the Receivables Purchase Agreement and/or the Italian Subscription Agreement; as soon as such event has occurred and provided that such information is publicly available, the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, the Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall be entitled to claim from the Centralising Unit, acting as the case may be on its own behalf or on behalf of the Sellers, an indemnity equal to (a) the increased costs referred to in (i) above, and/or (b) the reduction referred to in (ii) above and/or (c) If any Bank shall determine (which determination shall be, in the amount referred absence of fraud or manifest error, conclusive and binding upon all parties hereto) that by reason of abnormal circumstances affecting the interbank Eurodollar or applicable eurocurrency market, adequate and reasonable means do not exist for ascertaining the LIBO Rate to be applicable to the requested LIBO Rate Loan or that Eurodollar or eurocurrency funds in (iii) above. To this effectamounts sufficient to fund all the LIBO Rate Loans are not obtainable on reasonable terms, the Purchaser such Bank shall give notice of such inability or determination by telephone and thereupon the obligations of the Banks to make, convert other Loans to, or renew such LIBO Rate Loan shall be excused, subject, however, to the Centralising Unitright of the Borrowers at any time thereafter to submit another request. (d) Determination by any Bank for purposes of this ss. 2.9 of the effect of any Regulatory Change or other change or circumstance referred to above on its costs of making or maintaining Loans or on amounts receivable by it in respect of the Loans and of the additional amounts required to compensate such Bank in respect of any additional costs, shall be made in good faith and shall be evidenced by delivering a certificate, signed by an officer of such Bank and delivered to the latter a certificate specifying in sufficient detail the occurrence of the changes in circumstances andBorrowers, if possible, the estimated amount and the actual amount and the reason(s) for the indemnity payable under this Article. 15.2 In the event of any dispute as to the fact and amount of the increased cost incurred by or the reduced amount accruing to such an indemnityBank owing to such event or events. Such certificate shall be prepared in reasonable detail and shall be conclusive as to the facts and amounts stated therein, absent manifest error. (e) Each Bank will notify the Purchaser Borrowers of any event occurring after the date of this Agreement that will entitle such Bank to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and the Centralising Unit acting determines to request such compensation. Said notice shall be in the name and on behalf of the Sellerswriting, shall work together specify the applicable Section or Sections of this Agreement to which it relates and shall set forth the amount or amounts then payable pursuant to this Section. The Borrowers shall pay such Bank the amount shown as soon as possible and in good faith to seek a solution acceptable to the Parties; in the event of a dispute, due on such indemnity shall nevertheless be paid by the Centralising Unit, acting on notice within 30 days after its own behalf and on behalf of the Sellers, who shall make the payment of such indemnity forthwith following receipt of the notice sent by the Purchaser. If no suitable agreement has been reached within thirty (30) calendar days following the coming into force of such event, the Commitment Expiry Date shall be deemed to have occurred on the thirtieth day after such an event. The Parties hereby agree that during the thirty-day period provided in the foregoing sentence, no Remaining Purchasable Receivable or Ongoing Purchasable Receivable shall be sold to the Purchaser on a Funded Settlement Datesame.