Common use of Increased Capital Clause in Contracts

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof or (y) with the requirements of, whether such compliance is commenced prior to or after the date hereof, any of (a) Basel III or (b) the Xxxx-Xxxxx Act, or any existing rules, regulations, guidance, interpretations or directives from the United States bank regulatory agencies relating to Basel III or the Xxxx-Xxxxx Act affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing AgentParty, the Borrower Borrowers shall pay to such Affected Party (as a third party beneficiaryParty, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable LenderAffected Party’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected PartyLender, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower Representative a certificate describing such compensationcompensation in reasonable detail, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent Lender to demand compensation pursuant to Section 2.11(a2.10(a) shall not constitute a waiver of such Managing AgentLender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section 2.10 for any increased capital unless such Managing Agent gives notice costs or payments incurred more than 120 days prior to the Borrower and the Program Agent to compensate date that such Lender notifies the Borrower Representative of circumstances under subclauses (a)(i) or Affected Party in its Lender Group pursuant (ii) above giving rise to this Section within 180 days after such increased costs or payments; provided further that, if the date circumstances under subclauses (a)(i) or (ii) above giving rise to such Managing Agent knows an event has occurred pursuant increased costs or payments are retroactive, then the 120-day period referred to which such Lender or Affected Party in its Lender Group will seek such compensationabove shall be extended to include the period of retroactive effect thereof.

Increased Capital. (a) If either (i) If, after the introduction date of this Agreement, the adoption of any applicable law, rule, or regulation regarding capital adequacy, or any change in therein, or change in the interpretation or administration thereof by any Official Body of any law governmental authority, central bank, or regulation comparable agency charged with the interpretation or (ii) administration thereof, or compliance by any Affected Party Bank with any request or directive or request from any central bank or other Official Body regarding capital adequacy (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make such authority, central bank, or maintain Loans hereunder and other similar agreements or facilities and such event would have comparable agency, has 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 Affected Party Bank would have achieved but for such adoption, change, or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Affected Party Bank to be material, then, then from time to time within thirty (30) 15 days after demand by such Affected Party or the related Managing AgentBank, the Borrower Company shall pay to such Affected Party (Bank such additional amount or amounts as will compensate such Bank for such reduction; provided, that, no Bank shall request, and the Company shall not be obligated to pay, any amounts in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. Notwithstanding the foregoing, a third party beneficiary, in Bank shall not be entitled to compensation from the case Company for any such additional amounts incurred more than 30 days before the date on which the Bank notifies the Company of any Affected Party other than one of event which would entitle the Lenders) or the related Managing Agent for the account of such Affected Party from time Bank to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient compensation pursuant to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunderthis Section 7.1. (b) Each Managing Agent Bank will promptly notify the Borrower and the Program Agent Company of any event of which it has knowledge, occurring after the date hereof, which knowledge that will entitle any Lender or Affected Party in its Lender Group such Bank to compensation pursuant to this Section 2.11(a)7.1, together with a certificate signed by an authorized officer of the Bank setting forth the basis of such demand and certifying that the amounts demanded hereunder are not in excess of the amounts charged by such Bank to similarly situated borrowers of such Bank under revolving credit facilities similar to the one provided herein. Each Lender or Affected Party The Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or Affected PartyBank, be otherwise disadvantageous to it such Bank or inconsistent with contrary to its internal stated policies. In determining The Bank's certification of the additional amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit amounts to the Borrower a certificate describing such compensation, which certificate be paid to it hereunder shall be conclusive in the absence of manifest demonstrable error. In determining such amount, such Bank may use reasonable averaging and attribution methods. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.12(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.12(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any the Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing AgentParty, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to timeLender), as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent Affected Party will promptly notify the Borrower and the Program Agent Lender of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.12(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower and the Lender a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent Affected Party to demand compensation pursuant to Section 2.11(a2.12(a) shall not constitute a waiver of such Managing AgentAffected Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent Affected Party gives notice to the Borrower and the Program Agent Lender to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent Affected Party knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law law, rule or regulation (including any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof Amendment No. 4 Effective Date or (y) the requirements of, whether such compliance is commenced prior to or after the Amendment No. 4 Effective Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on the assets or capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Administrative Agent of any event of which it has knowledge, occurring after the date hereofAmendment No. 4 Effective Date, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.10(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.10(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Administrative Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 120 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation. (d) If any Lender or Affected Party has, or anticipates having, any claim for compensation under Section 2.10(a) against the Borrower, and such Affected Party or Lender believes that having the transactions contemplated by this Agreement publicly rated by a Rating Agency or qualifying under the supervisory formula approach under Basel II would reduce the amount of such compensation by an amount deemed by such Affected Party or Lender to be material, such Affected Party or Lender shall provide a request for Required Data or a Rating Request to the Borrower and the Servicer. Any Affected Party or Lender may also provide a request for Required Data or a Rating Request to the Borrower and the Servicer at any other time prior to the Commitment Termination Date. The Borrower shall cooperate with such Affected Party or Lender’s efforts to obtain Required Data and/or a credit rating from the Rating Agency specified in the Rating Request at the level that reasonably reflects the economics and credit of the Loans at the time of such request, and shall provide directly or through distribution to such Affected Party or Lender any information such Rating Agency may require for purposes of providing and monitoring the credit rating. The Affected Party or Lender making the Rating Request shall bear the costs and expenses of providing the Required Data and pay the initial and any subsequent and ongoing fees payable to the Rating Agency in connection with a Rating Request pursuant to this Section 2.10(d).

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or regulation, (ii) compliance by any Affected Party with any directive or request from any central bank or other Official Body (whether or not having the force of law) or (iii) or any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty five (305) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policiesit. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on If less than all Lenders claim reimbursement from the part of any Managing Agent to demand compensation Borrower pursuant to Section 2.11(a), each such Lender claiming reimbursement shall be obligated, at the request of the Borrower, to assign all of its rights and obligations hereunder to (i) shall not constitute a waiver the Lenders of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group hereunder that are willing to accept such rights and obligations or (ii) another financial institution nominated by the Borrower which is reasonably acceptable to the other Lenders in such Lender Group and is willing to participate in this Agreement through the Scheduled Termination Date in place of such Lender; provided, that (x) the Lender claiming reimbursement receives payment in full, pursuant to this Section for any increased capital unless such Managing Agent gives notice an Assignment and Acceptance, of an amount equal to the aggregate outstanding principal balance of all Loans and all other accrued an unpaid Borrower Obligations owing to it and (ii) the Program Agent to compensate such replacement Committed Lender or Affected Party in its Lender Group pursuant to this proposed by the Borrower otherwise satisfies the requirements of Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation10.03(b).

Increased Capital. (a) If either (i) the introduction of after the date hereof of, or any change in or in the interpretation after the date hereof of, any applicable law, rule or regulation regarding capital adequacy by any Official Body of any law governmental authority, central bank or regulation comparable agency charged with the interpretation or administration thereof or (ii) the compliance by any an Affected Party with any directive guideline or request from any governmental authority, central bank or other Official Body comparable agency regarding capital adequacy issued after the date hereof (whether or not having the force of law) imposed after the date hereof affects ), has or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of materially reducing the rate of return on such Affected Party's capital as a consequence of such Affected Party by an amount deemed by Party's commitment under this Agreement or under its Program Support Agreement or the making of Variable Funding Advances to a level below that which such Affected Party to be materialcould have achieved but for such introduction, thenchange, within thirty (30) days after demand by such Affected Party interpretation or compliance, then the related Managing AgentServicer shall, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by cause the Issuer to pay to the Agent for the benefit of such Affected Party or on the next Payment Date after such Managing AgentAffected Party shall have provided notice to the Agent (and the Agent shall have provided notice to the Servicer) of such reduction, additional amounts sufficient to compensate such Affected Party in light for such reduction; provided, however, that no amount shall be payable by the Issuer pursuant to this Section 5.01(b) with respect to any period commencing more than sixty (60) days before delivery of such circumstancesnotice to Servicer; and provided, to the extent further, that such Affected Party or such Managing Agent on behalf additional amounts shall be payable solely in accordance with the Indenture. A certificate setting forth in reasonable detail the computation of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensationreduction (it being understood that the reduction in return allocable hereunder shall be determined by such Affected Party's reasonable allocation of the aggregate of reductions in return on capital resulting from such event) and the basis therefor, submitted to the Agent by such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensationServicer by the Agent, which certificate shall be conclusive and binding for all purposes, in the absence of manifest error. . Any such cost shall be included in the Variable Funding Increased Cost Amount (cupon notice of such loss given to the Servicer by the Investor suffering such loss) Failure or delay on the part of any Managing Agent to demand compensation and paid pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationIndenture.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof or (y) with the requirements of, whether such compliance is commenced prior to or after the date hereof, any of (a) the FAS 166/67 Rules, (b) Basel II or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx II or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.12(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.12(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof or (y) the requirements of, whether such compliance is commenced prior to or after the date hereof, any of (a) Basel III or (b) the Xxxx-Xxxxx Act, or any existing rules, regulations, guidance, interpretations or directives from the United States bank regulatory agencies relating to Basel III or the Xxxx-Xxxxx Act affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty five (305) days Business Days after demand by such Affected Party or the related Managing AgentParty, the Borrower Borrowers shall pay to such Affected Party (as a third party beneficiaryParty, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party for such reduction in light rate of such circumstancesreturn, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable LenderAffected Party’s agreements hereunder; provided, however, that the Borrowers shall only be required to pay any such amounts to such Lender if such Lender is imposing such costs generally on similarly situated borrowers. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected PartyLender, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower Representative a certificate describing such compensationcompensation in reasonable detail, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent Lender to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing AgentLender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section 2.11 for any increased capital unless such Managing Agent gives notice costs or payments incurred more than 180 days prior to the Borrower and the Program Agent to compensate date that such Lender notifies the Borrower Representative of circumstances under subclauses (a)(i) or Affected Party in its Lender Group pursuant (ii) above giving rise to this Section within 180 days after such increased costs or payments; provided further that, if the date circumstances under subclauses (a)(i) or (ii) above giving rise to such Managing Agent knows an event has occurred pursuant increased costs or payments are retroactive, then the 180-day period referred to which such Lender or Affected Party in its Lender Group will seek such compensationabove shall be extended to include the period of retroactive effect thereof.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body Interpretation of any law or regulation or (ii) compliance by the imposition of any Affected Party with any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) imposed Governmental Authority, in each case, after the date hereof hereof, affects or would affect the amount of capital required or expected to be maintained by any Affected Party, and such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon as a result of (i) the existence of any Lender’s the Purchaser's agreement to make or maintain Loans hereunder an investment in the Certificates or any interest therein and other similar agreements or facilities or (ii) the existence of any agreement by Affected Parties to make or maintain an investment in the Certificates or any interest therein or to fund any such investment and such event would have any other commitments of the effect of reducing the rate of return on capital of same type, such Affected Party by an amount deemed by such Affected Party shall promptly submit to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing AgentTransferor, the Borrower shall pay to such Affected Party (as Servicer and the Administrative Agent a third party beneficiary, in certificate setting forth the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient required to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensationamount, such Lender or Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Party in determining amounts of this type. The applicable Lender or Affected Party amount set forth in such certificate (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive shall, in the absence of manifest error. , be prima facie evidence as to such amount) shall be included in the Additional Amounts for (ci) the first full Interest Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (ii) to the extent remaining outstanding, each Interest Period thereafter until paid in full. The Administrative Agent shall, out of amounts received by it in respect of the Additional Amounts on any Distribution Date (as contemplated in Section 9.01(b)), pay to each Affected Party any amount due pursuant to this Section, provided, however, that if the amount distributable in respect of the Additional Amounts on any Distribution Date is less than the aggregate amount payable to all Affected Parties pursuant to Sections 2.07, 2.08 and 2.09 for the corresponding Interest Period, the resulting shortfall shall be allocated among such Affected Parties on a pro rata basis (determined by the amount owed to each). Failure or delay on the part of any Managing Agent Affected Party to demand compensation for any amount pursuant to this Section 2.11(a) for any period shall not constitute a waiver of such Managing Agent’s Affected Party's right to demand compensation for such compensationperiod; provided, however, that no Affected Party shall be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that such Affected Party notifies the Transferor, the Servicer and the Administrative Agent in writing thereof. (b) Each Owner agrees that it shall use its best efforts to take (or cause any Affected Party claiming through such Owner to take) such steps as would eliminate or reduce the amount of any increased costs described in this Section incurred by such Owner or Affected Party; provided that the Borrower no such steps shall not be required to compensate any Lender be taken if, in the reasonable judgment of such Owner or Affected Party, such steps would be disadvantageous to such Owner or Affected Party or inconsistent with its internal policy and legal and regulatory restrictions. To the extent that, notwithstanding such efforts, any Owner that is a Liquidity Provider (or any Affected Party claiming through an Owner that is a Liquidity Provider) is unable to eliminate such amount in its Lender Group respect of which compensation is payable pursuant to this Section for any increased capital unless and makes a demand hereunder, the Purchaser may replace such Managing Agent gives notice Liquidity Provider with another commercial bank satisfactory to the Borrower Purchaser, the Administrative Agent and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.Transferor; provided, however,

Increased Capital. (a) If either (i) Subject to the provisions of Section 6.4, if the introduction of or any change in or in the interpretation by any Official Body Interpretation of any law or regulation or (ii) compliance by the imposition of any Affected Party with any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) imposed Governmental Authority after the date hereof hereof, affects or would affect the amount of capital required or expected to be maintained by any Affected Party after the date hereof, and such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon as a result of (i) the existence of any Lender’s such Affected Party's agreement to make or maintain Loans hereunder and other similar agreements an investment in the Notes or facilities and such event would have any interest therein or (ii) the effect existence of reducing the rate of return on capital of such Affected Party by an amount deemed any agreement by such Affected Party to be materialmake or maintain an investment in the Notes or any interest therein or to fund any such investment after the date hereof, then, within thirty (30) days after upon written demand by such Affected Party or (or, if such Affected Party is not a Purchaser, by the related Managing Purchaser from whom such Affected Party derives its rights) (with a copy to the Agent), the Borrower Issuer shall direct the Indenture Trustee in writing to pay to the Agent for the benefit of such Affected Party (as a third party beneficiary, in the case of any an Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to timethat is not also a Purchaser hereunder), additional amounts, as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocated to the existence of such Affected Party's agreement described in clause (i) above or the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent commitments of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or such Affected Party described in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policiesclause (ii) above. In determining the amount of such compensationamounts, such Lender or Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and distribution methods generally used by such Affected Party in determining amounts of this type. The applicable Lender or A certificate as to such amounts submitted to the Issuer and the Agent by such Affected Party (or or, if such party’s related Managing Agent) shall submit to Affected Party is not a Purchaser, by the Borrower a certificate describing Purchaser from whom such compensationAffected Party derives its rights), which certificate setting forth the calculation thereof in reasonable detail, shall be conclusive prima facie evidence of the amounts so owed. Any Affected Party that is entitled to compensation for increases in capital as described in this Section 6.2 shall use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to take such steps as would eliminate or reduce the absence amount of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower no such steps shall not be required to compensate any Lender or be taken if, in the reasonable judgment of such Affected Party in its Lender Group pursuant Party, such steps would be materially disadvantageous to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationParty.

Increased Capital. (a) If any Indemnified Party determines that either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation after the date hereof or (ii) the compliance by any Affected Party with any directive guideline or request issued or made after the date hereof from any central bank or other Official Body Governmental Authority (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Indemnified Party or any corporation controlling such Affected Indemnified Party reasonably determines and that the amount of such capital is increased by or based upon the existence of such Indemnified Party’s commitment, if any, to purchase any Lender’s agreement Receivable Interest (or interest therein), or to make maintain such Receivable Interest (or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialinterest therein) hereunder, then, within thirty (30) days after five Business Days following demand and delivery to the Seller of the certificate referred to in the third-to-last sentence of this Section 2.13 by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Indemnified Party (as a third party beneficiary, in or by the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Indemnified Party) (with a copy of such demand and certificate to the Agent) the Seller shall pay to the Agent for the account of such Indemnified Party from time to time, as specified by such Affected Party or such Managing AgentIndemnified Party, additional amounts sufficient to compensate such Affected Indemnified Party or such corporation in the light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Indemnified Party reasonably determines such increase in capital to be attributable allocable to the existence of the applicable Lender’s agreements hereunder. (b) any such commitment. Each Managing Agent will Indemnified Party hereto agrees to use reasonable efforts promptly to notify the Borrower and the Program Agent Seller of any event referred to in the first sentence of this Section 2.13, provided that the failure to give such notice shall not affect the rights of any Indemnified Party under this Section 2.13; provided, however, that no Indemnified Party shall be entitled to compensation under this Section 2.13 for any change in capital requirements incurred more than 90 days prior to the date on which it has knowledgeshall have requested compensation therefor; provided, occurring after further, that if the date hereofchange in law or regulation or in the interpretation or administration thereof that shall give rise to any such change shall be retroactive, which will entitle any Lender or Affected Party then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof. A certificate in its Lender Group reasonable detail as to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need basis for, or reduce and the amount of, such compensation submitted to the Seller and will not, in the judgment of Agent by such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Indemnified Party (or by the Agent for the account of such party’s related Managing AgentIndemnified Party) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of and binding for all purposes, absent manifest error. (c) Failure or delay on the part . Notwithstanding any other provision of any Managing Agent to this Section 2.13, no Indemnified Party shall demand compensation pursuant to under this Section 2.11(a) 2.13 if it shall not constitute a waiver at the time be the general policy or practice of such Managing Agent’s right Indemnified Party to demand such compensation; compensation in similar circumstances under comparable provisions of other receivables purchase agreements or credit agreements, if any. If any Indemnified Party shall receive as a refund any moneys from any source that it has listed on the certificate provided pursuant to the second preceding sentence, to the extent that the Borrower Seller has previously paid such amounts to such Indemnified Party, such Indemnified Party shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless promptly forward such Managing Agent gives notice refund to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationSeller without interest.

Increased Capital. (a) If either (i) Subject to the provisions of Section 6.4, if the introduction of or any change in or in the interpretation by any Official Body Interpretation of any law or regulation or (ii) compliance by the general imposition of any Affected Party with any directive guideline or general request from any central bank or other Official Body (whether or not having the force of law) imposed governmental authority after the date hereof hereof, affects or would affect the amount of capital required or expected to be maintained by any Affected Party after the date hereof, and such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon as a result of (i) the existence of any Lender’s such Affected Party's agreement to make or maintain Loans hereunder and other similar agreements an investment in the Notes or facilities and such event would have any interest therein or (ii) the effect existence of reducing the rate of return on capital of such Affected Party by an amount deemed any agreement by such Affected Party to be materialmake or maintain an investment in the Notes or any interest therein or to fund any such investment after the date hereof, then, within thirty (30) days after upon written demand by such Affected Party or (or, if such Affected Party is not a Purchaser, by the related Managing Purchaser from whom such Affected Party derives its rights) (with a copy to the Agent), the Borrower Issuer shall direct the Servicer and the Indenture Trustee in writing to pay to the Agent for the benefit of such Affected Party (as a third party beneficiary, in the case of any an Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to timethat is not also a Purchaser hereunder), additional amounts, as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocated to the existence of such Affected Party's agreement described in clause (i) above or the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent commitments of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or such Affected Party described in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policiesclause (ii) above. In determining the amount of such compensationamounts, such Lender or Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and distribution methods generally used by such Affected Party in determining amounts of this type. The applicable Lender or A certificate as to such amounts submitted to the Servicer, the Issuer and the Agent by such Affected Party (or or, if such party’s related Managing Agent) shall submit to Affected Party is not a Purchaser, by the Borrower a certificate describing Purchaser from whom such compensationAffected Party derives its rights), which certificate setting forth the calculation thereof in reasonable detail, shall be conclusive prima facie evidence of the amounts so owed. Any Affected Party that is entitled to compensation for increases in capital as described in this Section 6.2 shall use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to take such steps as would eliminate or reduce the absence amount of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower no such steps shall not be required to compensate any Lender or be taken if, in the reasonable judgment of such Affected Party in its Lender Group pursuant Party, such steps would be materially disadvantageous to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationParty.

Increased Capital. (a) If either If, after the date hereof, (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or regulation, (ii) compliance by any Affected Party with any new or changed directive or request from any central bank or other Official Body (whether or not having the force of law), or (iii) imposed after any change in any accounting guideline by an accounting board or authority (whether or not part of a government or instrumentality thereof) which is responsible for the date hereof establishment of or interpretation of national or international accounting principles (in each case whether foreign or domestic), affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s 's agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty on the next Settlement Date which occurs at least five (305) days after demand by such Affected Party or receipt of the related Managing Agentcertificate described in Section 2.13(b), the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Administrative Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Administrative Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Administrative Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s 's agreements hereunder. (b) Each Managing Administrative Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.13(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policiesit. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s 's related Managing Administrative Agent) shall submit to the Borrower a certificate describing in reasonable detail such compensationcompensation (including the calculations thereof), which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law law, rule or regulation (including any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof Restatement Date or (y) the requirements of, whether such compliance is commenced prior to or after the Restatement Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on the assets or capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Administrative Agent of any event of which it has knowledge, occurring after the date hereofRestatement Date, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.10(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.10(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Administrative Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 120 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation. (d) If any Lender or Affected Party has, or anticipates having, any claim for compensation under Section 2.10(a) against the Borrower, and such Affected Party or Lender believes that having the transactions contemplated by this Agreement publicly rated by a Rating Agency or qualifying under the supervisory formula approach under Basel II would reduce the amount of such compensation by an amount deemed by such Affected Party or Lender to be material, such Affected Party or Lender shall provide a request for Required Data or a Rating Request to the Borrower and the Servicer. Any Affected Party or Lender may also provide a request for Required Data or a Rating Request to the Borrower and the Servicer at any other time prior to the Commitment Termination Date. The Borrower shall cooperate with such Affected Party or Lender’s efforts to obtain Required Data and/or a credit rating from the Rating Agency specified in the Rating Request at the level that reasonably reflects the economics and credit of the Loans at the time of such request, and shall provide directly or through distribution to such Affected Party or Lender any information such Rating Agency may require for purposes of providing and monitoring the credit rating. The Affected Party or Lender making the Rating Request shall bear the costs and expenses of providing the Required Data and pay the initial and any subsequent and ongoing fees payable to the Rating Agency in connection with a Rating Request pursuant to this Section 2.10(d).

Increased Capital. (a) If any Indemnified Party determines that due to either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation after the New Closing Date or (ii) the compliance by any Affected Party with any directive guideline or request issued or made after the New Closing Date from any central bank or other Official Body governmental authority (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Indemnified Party or any corporation controlling such Affected Indemnified Party reasonably determines and that the amount of such capital is increased by or based upon the existence of such Indemnified Party's commitment, if any, to purchase any Lender’s agreement Receivable Interest or any interest therein, or to make maintain such Receivable Interest or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialinterest, thenhereunder, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiaryor, in the case of any Affected Indemnified Party other than one which is a Participant, under any agreement entered into by such Participant with respect to this Agreement, then, upon demand and delivery to the Seller of the Lenders) certificate referred to in the last sentence of this SECTION 2.11 by such Indemnified Party (or by the related Managing Administrative Agent for the account of such Affected Indemnified Party) (with a copy of such demand and certificate to the Administrative Agent) the Seller shall pay to the Administrative Agent for the account of such Indemnified Party from time to time, as specified by such Affected Party or such Managing AgentIndemnified Party, additional amounts sufficient to compensate such Affected Indemnified Party or such corporation in the light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Indemnified Party reasonably determines such increase in capital to be attributable allocable to the existence of any such commitment (except any such increase in capital incurred more than, or compensation attributable to the applicable Lender’s agreements hereunder. (b) period before, 360 days prior to the date of such demand, any increase in capital allocable to, or compensation attributable to, a period prior to the publication or effective date of such introduction, change, guideline or request being deemed to be incurred for purposes hereof on the later of such publication or effective date). Each Managing Agent will Indemnified Party hereto agrees to use reasonable efforts promptly to notify the Borrower and the Program Agent Seller of any event referred to in the first sentence of which it has knowledgethis SECTION 2.11, occurring after PROVIDED that the date hereof, which will entitle failure to give such notice shall not affect the rights of any Lender or Affected Indemnified Party under this SECTION 2.11. A certificate in its Lender Group reasonable detail as to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need basis for, or reduce and the amount of, such compensation submitted to the Seller and will not, in the judgment of Administrative Agent by such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Indemnified Party (or by the Administrative Agent for the account of such party’s related Managing AgentIndemnified Party) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of and binding for all purposes, absent manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body Governmental Authority of any law or regulation or (ii) compliance by any Affected Party with any directive guideline or request from any central bank or other Official Body Governmental Authority (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s Purchaser's agreement to make or maintain Loans Purchases hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialfacilities, then, within thirty (30) days after upon demand by such Affected Party or the related Managing Agent, the Borrower Seller shall immediately pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the LendersPurchasers) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing the Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing the Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocable to the existence of the applicable Lender’s Purchaser's agreements hereunder. (b) Each Managing Agent will promptly notify . A certificate describing in reasonable detail the Borrower basis for and calculation of such amounts submitted to the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Seller by such Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need forAgent, or reduce the amount ofshall, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error, be conclusive and binding for all purposes. (b) If any reduction in the Capital of any Purchaser occurs on any date other than a Payment Date or any Capital Purchase to be made on the date specified in the applicable Purchase Request is not made for any reason, the Seller shall, upon demand by the Agent, pay the Agent for the account of such Affected Party any Breakage Amounts in connection therewith. Such Affected Party shall submit to the Seller and the Agent a certificate as to such amounts, which certificate shall, in the absence of manifest error, be conclusive and binding for all purposes. (c) Failure or delay on the part of any Managing Agent Prior to demand by any Affected Party of amounts owing under this SECTION 2.08, such Affected Party agrees (in order to receive amounts due pursuant to this SECTION 2.08) that it will use its reasonable efforts to reduce or eliminate any claim for compensation pursuant to Section 2.11(a) said SECTION 2.08 including, subject to applicable law, a change in its applicable lending office for this transaction; PROVIDED, HOWEVER, that nothing herein contained shall not constitute a waiver obligate any Affected Party to take any action which, in the reasonable opinion of such Managing Agent’s right Affected Party, is unlawful, otherwise adverse to demand its interests or results in any unreimbursed cost or expense to such compensation; provided that Affected Party, which cost or expense would not have been incurred but for such action. (d) Notwithstanding anything herein to the Borrower contrary, the Seller shall not be required obligated to compensate pay any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice amounts under SECTION 2.08(a), to the Borrower and the Program Agent to compensate extent such Lender amounts resulted from an increased cost or Affected Party in its Lender Group pursuant to this Section within expense incurred or imposed more than 180 days after prior to the date such Managing Agent knows an event has occurred pursuant to of the certificate in which such Lender amounts were set forth; PROVIDED, THAT, for the purposes of the foregoing, any such increased cost or Affected Party in its Lender Group will seek expense shall be deemed to have been incurred or imposed, as applicable, on the date on which such compensationincreased cost or expense is actually incurred or imposed, whether or not such increased cost relates back to a period of time prior to such date.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s 's agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s 's agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.12(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policiesit. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s 's related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error. (c) If less than all Lenders claim reimbursement from the Borrower pursuant to Section 2.12(a), each such Lender claiming reimbursement shall be obligated, at the request of the Borrower, to assign all of its rights and obligations hereunder to (i) the Lenders of its Lender Group hereunder that are willing to accept such rights and obligations or (ii) another financial institution nominated by the Borrower which is reasonably acceptable to the other Lenders in such Lender Group and is willing to participate in this Agreement through the Scheduled Termination Date in place of such Lender; provided, that (x) the Lender claiming reimbursement receives payment in full, pursuant to an Assignment and Acceptance, of an amount equal to the aggregate outstanding principal balance of all Loans and all other accrued an unpaid Borrower Obligations owing to it and (ii) the replacement Committed Lender proposed by the Borrower otherwise satisfies the requirements of Section 10.03(b). (d) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.12(a) shall not constitute a waiver of such Managing Agent’s 's right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law law, rule or regulation (including any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof Amendment No. 4 Effective Date or (y) the requirements of, whether such compliance is commenced prior to or after the Amendment No. 4 Effective Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Dxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 100/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations or the Dxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on the assets or capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Administrative Agent of any event of which it has knowledge, occurring after the date hereofAmendment No. 4 Effective Date, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.10(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.10(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Administrative Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 120 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation. (d) If any Lender or Affected Party has, or anticipates having, any claim for compensation under Section 2.10(a) against the Borrower, and such Affected Party or Lender believes that having the transactions contemplated by this Agreement publicly rated by a Rating Agency or qualifying under the supervisory formula approach under Basel II would reduce the amount of such compensation by an amount deemed by such Affected Party or Lender to be material, such Affected Party or Lender shall provide a request for Required Data or a Rating Request to the Borrower and the Servicer. Any Affected Party or Lender may also provide a request for Required Data or a Rating Request to the Borrower and the Servicer at any other time prior to the Commitment Termination Date. The Borrower shall cooperate with such Affected Party or Lender’s efforts to obtain Required Data and/or a credit rating from the Rating Agency specified in the Rating Request at the level that reasonably reflects the economics and credit of the Loans at the time of such request, and shall provide directly or through distribution to such Affected Party or Lender any information such Rating Agency may require for purposes of providing and monitoring the credit rating. The Affected Party or Lender making the Rating Request shall bear the costs and expenses of providing the Required Data and pay the initial and any subsequent and ongoing fees payable to the Rating Agency in connection with a Rating Request pursuant to this Section 2.10(d).

Increased Capital. (a) i. If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law law, rule or regulation (including any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof Amendment No. 4 Effective Date or (y) the requirements of, whether such compliance is commenced prior to or after the Amendment No. 4 Effective Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 166/167 Capital Guidelines, Basel II, Basel III Regulations or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on the assets or capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable LenderXxxxxx’s agreements hereunder. (b) ii. Each Managing Agent will promptly notify the Borrower and the Program Administrative Agent of any event of which it has knowledge, occurring after the date hereofAmendment No. 4 Effective Date, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.10(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related DB1/ 121185831.1121185831.9 50 Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error. (c) iii. Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.10(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Administrative Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 120 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation. iv. If any Lender or Affected Party has, or anticipates having, any claim for compensation under Section 2.10(a) against the Borrower, and such Affected Party or Lender believes that having the transactions contemplated by this Agreement publicly rated by a Rating Agency or qualifying under the supervisory formula approach under Basel II would reduce the amount of such compensation by an amount deemed by such Affected Party or Lender to be material, such Affected Party or Lender shall provide a request for Required Data or a Rating Request to the Borrower and the Servicer. Any Affected Party or Lender may also provide a request for Required Data or a Rating Request to the Borrower and the Servicer at any other time prior to the Commitment Termination Date. The Borrower shall cooperate with such Affected Party or Lender’s efforts to obtain Required Data and/or a credit rating from the Rating Agency specified in the Rating Request at the level that reasonably reflects the economics and credit of the Loans at the time of such request, and shall provide directly or through distribution to such Affected Party or Lender any information such Rating Agency may require for purposes of providing and monitoring the credit rating. The Affected Party or Lender making the Rating Request shall bear the costs and expenses of providing the Required Data and pay the initial and any subsequent and ongoing fees payable to the Rating Agency in connection with a Rating Request pursuant to this Section 2.10(d).

Increased Capital. (a) If either (i) the introduction ----------------- of or any change in or in the interpretation by any Official Body governmental or regulatory authority or agency of any law or regulation or (ii) compliance by any Affected Party with any directive guideline or request from any central bank or other Official Body governmental authority (whether or not having the force of law) imposed after the date hereof ), or any rating agency, affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s the Purchaser's agreement to make accept, fund or maintain Loans Purchases hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialfacilities, then, within thirty (30) days after upon demand by such Affected Party or the related Managing Deal Agent, the Borrower Seller shall immediately pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Deal Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing the Deal Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing the Deal Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocable to the existence of the applicable Lender’s Purchaser's agreements hereunder. (b) Each Managing Agent will promptly notify . A certificate as to such amounts submitted to the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Seller by such Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need forDeal Agent, or reduce the amount ofshall, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error, be conclusive and binding for all purposes. (cb) Failure If either (i) the introduction of or delay on any change in or in the part interpretation by any governmental or regulatory authority or agency of any Managing Agent law or regulation or (ii) compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), or any rating agency, under events or circumstances similar to demand compensation pursuant to Section 2.11(athose described in subsection (a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be above, any Affected Party is required to compensate any Lender or other Affected Party in its Lender Group pursuant connection with this Agreement, any Liquidity Agreement or any Supplemental Enhancement Agreement, or the funding or maintenance of a Purchase hereunder, then immediately upon demand by any such Affected Party, the Seller shall pay to this Section such Affected Party, such additional amount or amounts as may be necessary to pay such other Affected Party the amounts due or to otherwise reimburse such other Affected Party for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationamounts paid by it.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body Interpretation of any law or regulation or (ii) compliance by the imposition of any Affected Party with any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) imposed Governmental Authority, in each case, after the date hereof hereof, affects or would affect the amount of capital required or expected to be maintained by any Affected Party, and such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon as a result of (i) the existence of any Lender’s the Purchaser's agreement to make or maintain Loans hereunder an investment in the Certificates or any interest therein and other similar agreements or facilities facilities, or (ii) the existence of any agreement by Affected Parties to make or maintain an investment in the Certificates or any interest therein or to fund any such investment and such event would have any other commitments of the effect of reducing the rate of return on capital of same type, such Affected Party by an amount deemed by such Affected Party shall promptly submit to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing AgentTransferor, the Borrower shall pay to such Affected Party (as Servicer and the Agent a third party beneficiary, in certificate setting forth the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient required to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensationamount, such Lender or Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Party in determining amounts of this type. The applicable Lender or Affected Party amount set forth in such certificate (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive shall, in the absence of manifest error. , be prima facie evidence as to such amount) shall be included in the Additional Amounts for (ca) the first full Interest Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (b) to the extent remaining outstanding, each Interest Period thereafter until paid in full. The Agent shall, out of amounts received by it in respect of the Additional Amounts on any Distribution Date, pay to each Affected Party any amount due pursuant to this Section 2.08, provided, however, that if the amount distributable in respect of the Additional Amounts on any Distribution Date is less than the aggregate amount payable to all Affected Parties pursuant to Sections 2.07, 2.08 and 2.09 for the corresponding Interest Period, the resulting shortfall shall be allocated among such Affected Parties on a pro rata basis (determined by the 24 25 amount owed to each). Failure or delay on the part of any Managing Agent Affected Party to demand compensation for any amount pursuant to this Section 2.11(a) 2.08 for any period shall not constitute a waiver of such Managing Agent’s Affected Party's right to demand compensation for such compensationperiod; provided, however, that no Affected Party shall be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that such Affected Party notifies the Transferor, the Servicer and the Agent in writing thereof. (b) Each Owner agrees that it shall use its best efforts to take (or cause any Affected Party claiming through such Owner to take) such steps as would eliminate or reduce the amount of any increased costs described in this Section 2.08 incurred by such Owner or Affected Party; provided that the Borrower no such steps shall not be required to compensate any Lender be taken if, in the reasonable judgment of such Owner or Affected Party, such steps would be disadvantageous to such Owner or Affected Party or inconsistent with its internal policy and legal and regulatory restrictions. To the extent that, notwithstanding such efforts, any Owner that is a Liquidity Provider (or any Affected Party claiming through an Owner that is a Liquidity Provider) is unable to eliminate such amount in its Lender Group respect of which compensation is payable pursuant to this Section for any increased capital unless 2.08 and makes a demand hereunder, the Purchaser may replace such Managing Agent gives notice Liquidity Provider with another commercial bank satisfactory to the Borrower Purchaser, the Agent and the Program Agent Transferor; provided, however, that the Purchaser shall be under no obligation to compensate such Lender or Affected Party in its Lender Group pursuant to so replace a Liquidity Provider requesting any amount under this Section within 180 days after the date 2.08, and shall in no event replace such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationLiquidity Provider if it is Barclays.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof or (y) with the requirements of, whether such compliance is commenced prior to or after the date hereof, any of (a) the FAS 166/67 Rules, (b) Basel II or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to ACTIVE 200146376v.2 the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx II or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.12(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.12(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.

Increased Capital. (a) If either (i) Subject to the provisions of Section 6.4 hereof, if the introduction of or any change in or in the interpretation by any Official Body Interpretation of any law or regulation or (ii) compliance by the imposition of any Affected Party with any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) imposed Governmental Authority after the date hereof hereof, affects or would affect the amount of capital required or expected to be maintained by any Affected Party after the date hereof, and such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon as a result of (i) the existence of any Lender’s such Affected Party's agreement to make or maintain Loans hereunder and other similar agreements an investment in the Notes or facilities and such event would have any interest therein or (ii) the effect existence of reducing the rate of return on capital of such Affected Party by an amount deemed any agreement by such Affected Party to be materialmake or maintain an investment in the Notes or any interest therein or to fund any such investment after the date hereof, then, within thirty (30) days after upon written demand by such Affected Party or (or, if such Affected Party is not a Purchaser, by the related Managing Purchaser from whom such Affected Party derives its rights) (with a copy to the Agent), the Borrower Issuer shall direct the Indenture Trustee in writing to pay to the Agent for the benefit of such Affected Party (as a third party beneficiary, in the case of any an Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to timethat is not also a Purchaser hereunder), additional amounts, as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocated to the existence of such Affected Party's agreement described in clause (i) above or the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent commitments of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or such Affected Party described in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policiesclause (ii) above. In determining the amount of such compensationamounts, such Lender or Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and distribution methods generally used by such Affected Party in determining amounts of this type. The applicable Lender or A certificate as to such amounts submitted to the Issuer and the Agent by such Affected Party (or or, if such party’s related Managing Agent) shall submit to Affected Party is not a Purchaser, by the Borrower a certificate describing Purchaser from whom such compensationAffected Party derives its rights), which certificate setting forth the calculation thereof in reasonable detail, shall be conclusive prima facie evidence of the amounts so owed. Any Affected Party that is entitled to compensation for increases in capital as described in this Section 6.2 shall use its commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to take such steps as would eliminate or reduce the absence amount of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower no such steps shall not be required to compensate any Lender or be taken if, in the reasonable judgment of such Affected Party in its Lender Group pursuant Party, such steps would be materially disadvantageous to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationParty.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any such Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof or (y) with the requirements of, whether such compliance is commenced prior to or after the date hereof, any of (a) Basel III or (b) the Dxxx-Xxxxx Act, or any existing rules, regulations, guidance, interpretations or directives from the United States bank regulatory agencies relating to Basel III or the Dxxx-Xxxxx Act affects or would affect the amount of capital required or expected to be maintained by such any Affected Party or such its holding company, or any Affected Party or its holding company reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party or its holding company by an amount deemed by such Affected Party or its holding company to be material, then, within thirty five (305) days Business Days after demand by such Affected Party or the related Managing AgentParty, the Borrower Borrowers shall pay to such Affected Party (as a third party beneficiaryParty, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party or its holding company for such reduction in light rate of such circumstancesreturn, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party its holding company reasonably determines such increase in capital to be attributable to the existence of the applicable Lendersuch Affected Party’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower Representative a certificate describing such compensationcompensation in reasonable detail, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent Affected Party to demand compensation pursuant to Section 2.11(a2.10(a) shall not constitute a waiver of such Managing AgentAffected Party’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate any Lender or Affected Party in or its Lender Group holding company pursuant to this Section 2.10 for any increased capital unless such Managing Agent gives notice costs or payments incurred more than 180 days prior to the Borrower and the Program Agent to compensate date that such Lender or Affected Party in its Lender Group pursuant notifies the Borrower Representative of circumstances under subclauses (a)(i) or (ii) above giving rise to this Section within 180 days after such increased costs or payments; provided further that, if the date circumstances under subclauses (a)(i) or (ii) above giving rise to such Managing Agent knows an event has occurred pursuant increased costs or payments are retroactive, then the 180-day period referred to which such Lender or Affected Party in its Lender Group will seek such compensationabove shall be extended to include the period of retroactive effect thereof.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body Interpretation of any law or regulation or (ii) compliance by the imposition of any Affected Party with any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) imposed Governmental Authority, in each case, after the date hereof hereof, affects or would affect the amount of capital required or expected to be maintained by any Affected Party, and such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon as a result of (i) the existence of any Lender’s the Purchaser's agreement to make or maintain Loans hereunder an investment in the Certificates or any interest therein and other similar agreements or facilities facilities, or (ii) the existence of any agreement by Affected Parties to make or maintain an investment in the Certificates or any interest therein or to fund any such investment and such event would have any other commitments of the effect of reducing the rate of return on capital of same type, such Affected Party by an amount deemed by such Affected Party shall promptly submit to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing AgentTransferor, the Borrower shall pay to such Affected Party (as Servicer and the Agent a third party beneficiary, in certificate setting forth the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient required to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensationamount, such Lender or Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Party in determining amounts of this type. The applicable Lender or Affected Party amount set forth in such certificate (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive shall, in the absence of manifest error. , be prima facie evidence as to such amount) shall be included in the Additional Amounts for (ca) the first full Interest Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (b) to the extent remaining outstanding, each Interest Period thereafter until paid in full. The Agent shall, out of amounts received by it in respect of the Additional Amounts on any Distribution Date (as contemplated in Section 11.01(b)), pay to each Affected Party any amount due pursuant to this Section 2.08, provided, however, that if the amount distributable in respect of the Additional Amounts on any Distribution Date is less than the aggregate amount payable to all Affected Parties pursuant to Sections 2.07, 2.08 and 2.09 for the corresponding Interest Period, the resulting shortfall shall be allocated among such Affected Parties on a pro rata basis (determined by the amount owed to each). Failure or delay on the part of any Managing Agent Affected Party to demand compensation for any amount pursuant to this Section 2.11(a) 2.08 for any period shall not constitute a waiver of such Managing Agent’s Affected Party's right to demand compensation for such compensationperiod; provided, however, that no Affected Party shall be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that such Affected Party notifies the Transferor, the Servicer and the Agent in writing thereof. (b) Each Owner agrees that it shall use its best efforts to take (or cause any Affected Party claiming through such Owner to take) such steps as would eliminate or reduce the amount of any increased costs described in this Section 2.08 incurred by such Owner or Affected Party; provided that the Borrower no such steps shall not be required to compensate any Lender be taken if, in the reasonable judgment of such Owner or Affected Party, such steps would be disadvantageous to such Owner or Affected Party or inconsistent with its internal policy and legal and regulatory restrictions. To the extent that, notwithstanding such efforts, any Owner that is a Liquidity Provider (or any Affected Party claiming through an Owner that is a Liquidity Provider) is unable to eliminate such amount in its Lender Group respect of which compensation is payable pursuant to this Section for any increased capital unless 2.08 and makes a demand hereunder, the Purchaser may replace such Managing Agent gives notice Liquidity Provider with another commercial bank satisfactory to the Borrower Purchaser, the Agent and the Program Agent Transferor; provided, however, that the Purchaser shall be under no obligation to compensate such Lender or Affected Party in its Lender Group pursuant to so replace a Liquidity Provider requesting any amount under this Section within 180 days after the date 2.08, and shall in no event replace such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationLiquidity Provider if it is ING Capital.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed Regulatory Change occurring after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or reduces the rate of return on such capital, or such Affected Party reasonably determines that as a result of such Regulatory Change the amount of such capital is increased by or based upon the existence of any Lenderthe Purchaser’s agreement to make or maintain Loans Purchases hereunder and other similar agreements or facilities and such event would have or the effect agreement of reducing any Liquidity Provider to make funds available to the rate of return Purchaser based on capital of such Affected Party by an amount deemed by such Affected Party to be materialits agreements hereunder, then, within thirty five (305) days after Business Days of demand by such Affected Party or the related Managing Agent, the Borrower Seller shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the LendersPurchaser) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing the Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing the Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocable to the existence of the applicable LenderPurchaser’s agreements hereunder. (b) Each Managing Agent will promptly notify . A certificate describing in reasonable detail the Borrower basis for and calculation of such amounts submitted to the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Seller by such Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need forAgent, or reduce the amount ofshall, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error, be conclusive and binding for all purposes. (cb) Failure If any Affected Party shall incur any loss, cost or delay expense as a result of any reduction in Capital on any date other than a Settlement Date or as a result of the failure of any Capital Purchase to be made on the part of date specified in the applicable Capital Purchase Request for any Managing reason, the Seller shall, upon demand by the Agent, pay the Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver for the account of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless the amount of such Managing Agent gives notice losses, costs and expenses. Such Affected Party shall submit to the Borrower Seller and the Program Agent a certificate as to compensate such Lender or Affected Party amounts, which certificate shall, in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationabsence of manifest error, be conclusive and binding for all purposes.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive or request - 41 - from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any the Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing AgentParty, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to timeLender), as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent Affected Party will promptly notify the Borrower and the Program Agent Lender of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.12(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower and the Lender a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent Affected Party to demand compensation pursuant to Section 2.11(a2.12(a) shall not constitute a waiver of such Managing AgentAffected Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent Affected Party gives notice to the Borrower and the Program Agent Lender to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent Affected Party knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.

Increased Capital. (a) If either (i) Subject to the provisions of Section 6.4, if the introduction of or any change in or in the interpretation by any Official Body Interpretation of any law or regulation or (ii) compliance by the imposition of any Affected Party with any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) imposed Governmental Authority after the date hereof hereof, affects or would affect the amount of capital required or expected to be maintained by any Affected Party after the date hereof, and such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon as a result of (i) the existence of any Lender’s such Affected Party's agreement to make or maintain Loans hereunder and other similar agreements an investment in the Notes or facilities and such event would have any interest therein or (ii) the effect existence of reducing the rate of return on capital of such Affected Party by an amount deemed any agreement by such Affected Party to be materialmake or maintain an investment in the Notes or any interest therein or to fund any such investment after the date hereof, then, within thirty (30) days after upon written demand by such Affected Party or (or, if such Affected Party is not a Purchaser, by the related Managing Purchaser from whom such Affected Party derives its rights) (with a copy to the Agent), the Borrower Issuer shall direct the Indenture Trustee in writing to pay to the Agent for the benefit of such Affected Party (as a third party beneficiary, in the case of any an Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to timethat is not also a Purchaser hereunder), additional amounts, as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocated to the existence of such Affected Party's agreement described in clause (i) above or the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent commitments of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or such Affected Party described in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policiesclause (ii) above. In determining the amount of such compensationamounts, such Lender or Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and distribution methods generally used by such Affected Party in determining amounts of this type. The applicable Lender or A certificate as to such amounts submitted to the Issuer and the Agent by such Affected Party (or or, if such party’s related Managing Agent) shall submit to Affected Party is not a Purchaser, by the Borrower a certificate describing Purchaser from whom such compensationAffected Party derives its rights), which certificate setting forth the calculation thereof in reasonable detail, shall be conclusive prima facie evidence of the amounts so owed. Any Affected Party that is entitled to compensation for increases in capital as described in this Section 6.2 shall use its commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to take such steps as would eliminate or reduce the absence amount of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower no such steps shall not be required to compensate any Lender or be taken if, in the reasonable judgment of such Affected Party in its Lender Group pursuant Party, such steps would be materially disadvantageous to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationParty.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body Governmental Authority of any law or regulation or (ii) compliance by any Affected Party with any directive guideline or request from any central bank or other Official Body Governmental Authority (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any LenderPurchaser’s agreement agreement, in its discretion, to make or maintain Loans Purchases hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialfacilities, then, within thirty (30) days after upon demand by such Affected Party or the related Managing Agent, the Borrower Seller shall immediately pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the LendersPurchasers) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing the Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing the Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocable to the existence of the applicable LenderPurchaser’s agreements hereunder. (b) Each Managing Agent will promptly notify . A certificate describing in reasonable detail the Borrower basis for and calculation of such amounts submitted to the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Seller by such Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need forAgent, or reduce the amount ofshall, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error, be conclusive and binding for all purposes. Notwithstanding anything in this Section 2.08 to the contrary, the Seller shall only be obligated to pay those amounts under this Section 2.08 that are incurred or that accrue or arise after the date that is forty-five (45) days prior to the date notice is submitted to the Seller of such amounts; provided, that if any of the events described in this Section 2.08(a) which give rise to a claim under this Section 2.08 is retroactive, then such 45-day period shall be extended to include the period of retroactive effect thereof. (b) If any Affected Party shall incur any loss, cost or expense as a result of the failure of any Capital Purchase to be made on the date specified in the applicable Purchase Request for any reason (other than the failure of such Affected Party to fund any such Capital Purchase), the Seller shall, upon demand by the Agent, pay the Agent for the account of such Affected Party the amount of such losses, costs and expenses. Such Affected Party shall submit to the Seller and the Agent a certificate as to such amounts, which certificate shall, in the absence of manifest error, be conclusive and binding for all purposes. (c) Failure or delay on the part of any Managing Agent Prior to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate by any Lender or Affected Party of amounts owing under this Section 2.08, such Affected Party agrees (in its Lender Group order to receive amounts due pursuant to this Section 2.08) that it will use its reasonable efforts to reduce or eliminate any claim for compensation pursuant to said Section 2.08 including, subject to applicable law, a change in its applicable lending office for this transaction; provided, however, that nothing herein contained shall obligate any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party to take any action which, in the reasonable opinion of such Affected Party, is unlawful, otherwise adverse to its Lender Group pursuant interests or results in any unreimbursed cost or expense to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to Affected Party, which cost or expense would not have been incurred but for such Lender or Affected Party in its Lender Group will seek such compensationaction.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.12(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policiesit. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on If less than all Lenders claim reimbursement from the part of any Managing Agent to demand compensation Borrower pursuant to Section 2.11(a2.12(a), each such Lender claiming reimbursement shall be obligated, at the request of the Borrower, to assign all of its rights and obligations hereunder to (i) shall not constitute a waiver the Lenders of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group hereunder that are willing to accept such rights and obligations or (ii) another financial institution nominated by the Borrower which is reasonably acceptable to the other Lenders in such Lender Group and is willing to participate in this Agreement through the Scheduled Termination Date in place of such Lender; provided, that (x) the Lender claiming reimbursement receives payment in full, pursuant to this Section for any increased capital unless such Managing Agent gives notice an Assignment and Acceptance, of an amount equal to the aggregate outstanding principal balance of all Loans and all other accrued an unpaid Borrower Obligations owing to it and (ii) the Program Agent to compensate such replacement Committed Lender or Affected Party in its Lender Group pursuant to this proposed by the Borrower otherwise satisfies the requirements of Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation10.03(b).

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law law, rule or regulation (including any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof Restatement Date or (y) the requirements of, whether such compliance is commenced prior to or after the Restatement Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 166/167 Capital Guidelines, Basel II, Basel III Regulations or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on the assets or capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable LenderXxxxxx’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Administrative Agent of any event of which it has knowledge, occurring after the date hereofRestatement Date, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.10(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.10(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Administrative Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 120 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation. (d) If any Lender or Affected Party has, or anticipates having, any claim for compensation under Section 2.10(a) against the Borrower, and such Affected Party or Xxxxxx believes that having the transactions contemplated by this Agreement publicly rated by a Rating Agency or qualifying under the supervisory formula approach under Basel II would reduce the amount of such compensation by an amount deemed by such Affected Party or Lender to be material, such Affected Party or Lender shall provide a request for Required Data or a Rating Request to the Borrower and the Servicer. Any Affected Party or Lender may also provide a request for Required Data or a Rating Request to the Borrower and the Servicer at any other time prior to the Commitment Termination Date. The Borrower shall cooperate with such Affected Party or Lender’s efforts to obtain Required Data and/or a credit rating from the Rating Agency specified in the Rating Request at the level that reasonably reflects the economics and credit of the Loans at the time of such request, and shall provide directly or through distribution to such Affected Party or Lender any information such Rating Agency may require for purposes of providing and monitoring the credit rating. The Affected Party or Lender making the Rating Request shall bear the costs and expenses of providing the Required Data and pay the initial and any subsequent and ongoing fees payable to the Rating Agency in connection with a Rating Request pursuant to this Section 2.10(d).

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.12(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policiesit. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on If less than all Lenders claim reimbursement from the part of any Managing Agent to demand compensation Borrower pursuant to Section 2.11(a2.12(a), each such Lender claiming reimbursement shall be obligated, at the request of the Borrower, to assign all of its rights and obligations hereunder to (i) shall not constitute a waiver the Lenders of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group hereunder that are willing to accept such rights and obligations or (ii) another financial institution nominated by the Borrower which is reasonably acceptable to the other Lenders in such Lender Group and is willing to participate in this Agreement through the Scheduled Termination Date in place of such Lender; provided, that (x) the Lender claiming reimbursement receives payment in full, pursuant to this Section for any increased capital unless such Managing Agent gives notice an Assignment and Acceptance, of an amount equal to the Borrower aggregate outstanding principal balance of all Loans and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows all other accrued an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.unpaid Borrower

Increased Capital. (ai) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (bii) Each Managing Agent will promptly notify the Borrower and the Program Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies2.09. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law law, rule or regulation (including any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof Restatement Date or (y) the requirements of, whether such compliance is commenced prior to or after the Restatement Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 166/167 Capital Guidelines, Basel II, Basel III Regulations or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on the assets or capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Administrative Agent of any event of which it has knowledge, occurring after the date hereofRestatement Date, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.10(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.10(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Administrative Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 120 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation. (d) If any Lender or Affected Party has, or anticipates having, any claim for compensation under Section 2.10(a) against the Borrower, and such Affected Party or Xxxxxx believes that having the transactions contemplated by this Agreement publicly rated by a Rating Agency or qualifying under the supervisory formula approach under Basel II would reduce the amount of such compensation by an amount deemed by such Affected Party or Lender to be material, such Affected Party or Lender shall provide a request for Required Data or a Rating Request to the Borrower and the Servicer. Any Affected Party or Lender may also provide a request for Required Data or a Rating Request to the Borrower and the Servicer at any other time prior to the Commitment Termination Date. The Borrower shall cooperate with such Affected Party or Lender’s efforts to obtain Required Data and/or a credit rating from the Rating Agency specified in the Rating Request at the level that reasonably reflects the economics and credit of the Loans at the time of such request, and shall provide directly or through distribution to such Affected Party or Lender any information such Rating Agency may require for purposes of providing and monitoring the credit rating. The Affected Party or Lender making the Rating Request shall bear the costs and expenses of providing the Required Data and pay the initial and any subsequent and ongoing fees payable to the Rating Agency in connection with a Rating Request pursuant to this Section 2.10(d).

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body governmental or regulatory authority or agency of any law or regulation or (ii) compliance by any Affected Party with a change in or any directive new guideline or request from any central bank or other Official Body governmental authority (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement 's agreement, in its discretion, to make or maintain Loans Advances hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialfacilities, then, within thirty (30) days after upon demand by such Affected Party or the related Managing Agent, the Borrower shall immediately pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lendersa Lender) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing the Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing the Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocable to the existence any of the applicable Lender’s 's agreements hereunder. A certificate as to such amounts submitted to the Borrower by such Affected Party or the Agent, shall, in the absence of demonstrable error, be conclusive and binding for all purposes. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledgeWith respect to amounts owing under this SECTION 2.08, occurring after the date hereof, which will entitle any Lender or such Affected Party in agrees that it will use its Lender Group reasonable efforts to reduce or eliminate any claim for compensation pursuant to Section 2.11(a). Each Lender or said SECTION 2.08 including, subject to applicable law, a change in its applicable lending office for this transaction; PROVIDED, HOWEVER, that nothing herein contained shall obligate any Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will notto take any action which, in the judgment opinion of such Lender or Affected Party, be is unlawful, otherwise disadvantageous adverse to it its interests or inconsistent with its internal policies. In determining the amount of results in any unreimbursed cost or expense to such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensationParty, which certificate shall be conclusive in the absence of manifest errorcost or expense would not have been incurred but for such action. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement Purchaser's agreement, in its discretion, to make or maintain Loans Purchases hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialfacilities, then, within thirty (30) days after upon demand by such Affected Party or the related Managing Agent, the Borrower Seller shall immediately pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the LendersPurchasers) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocable to the existence of the applicable Lender’s Purchaser's agreements hereunder. (b) Each Managing Agent will promptly notify . A certificate as to such amounts submitted to the Borrower and Seller by such Affected Party or the Program Agent of any event of which it has knowledgeAgent, occurring after the date hereofshall, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error, be conclusive and binding for all purposes and shall state that substantially all similarly situated obligors of such Purchaser or Liquidity Provider are being treated similarly. For avoidance of doubt, the Financial Accounting Standards Board's Interpretation No. 46 of Accounting Research Bulletin No. 51 shall constitute an introduction or change subject to this Section 2.08(a). (cb) Failure If any Affected Party shall incur any loss, cost or delay expense as a result of the failure of any Capital Purchase to be made on the part date specified in the applicable Purchase Request for any reason (other than the failure of such Affected Party to fund any such Capital Purchase), the Seller shall, upon demand by such Affected Party or the related Managing Agent, pay such Affected Party or such Managing Agent the amount of such losses, costs and expenses; provided, however, if, in connection with an Asset Purchase Agreement or similar liquidity facility of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver Conduit Purchaser in connection with this Agreement or the funding or maintenance of purchases of Purchased Interests hereunder, such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be Conduit Purchaser is required to compensate a bank or other financial institution under circumstances similar to those described in this Section 2.08 then upon demand by such Conduit Purchaser, the Seller shall pay to such Conduit Purchaser such additional amount or amounts as may be necessary to reimburse such Conduit Purchaser for any Lender or such amounts paid by it. Such Affected Party in its Lender Group pursuant to this Section for any increased capital unless such or Managing Agent gives notice shall submit to the Borrower Seller a certificate as to such amounts, which certificate shall, in the absence of manifest error, be conclusive and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationbinding for all purposes.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body governmental or regulatory authority or agency of any law or regulation or (ii) compliance by any Affected Party with any directive guideline or request from any central bank or other Official Body governmental authority (whether or not having the force of law) imposed after the date hereof ), or any rating agency, affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s the Purchaser's agreement to make accept, fund or maintain Loans Purchases hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialfacilities, then, within thirty (30) days after upon demand by such Affected Party or the related Managing Deal Agent, the Borrower Seller shall immediately pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Deal Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing the Deal Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing the Deal Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocable to the existence of the applicable Lender’s Purchaser's agreements hereunder. (b) Each Managing Agent will promptly notify . A certificate as to such amounts submitted to the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Seller by such Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need forDeal Agent, or reduce the amount ofshall, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error, be conclusive and binding for all purposes. (cb) Failure If either (i) the introduction of or delay on any change in or in the part interpretation by any governmental or regulatory authority or agency of any Managing Agent law or regulation or (ii) compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), or any Rating Agency, under events or circumstances similar to demand compensation pursuant to Section 2.11(athose described in subsection (a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be above, any Affected Party is required to compensate any Lender or other Affected Party in its Lender Group pursuant connection with this Agreement or any Liquidity Agreement, or the funding or maintenance of a Purchase hereunder, then immediately upon demand by any such Affected Party, the Seller shall pay to this Section such Affected Party, such additional amount or amounts as may be necessary to pay such other Affected Party the amounts due or to otherwise reimburse such other Affected Party for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationamounts paid by it.

Increased Capital. ​ (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law or regulation or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof or (y) the requirements of, whether such compliance is commenced prior to or after the date hereof, any of (a) Basel III or (b) the Xxxx-Xxxxx Act, or any existing rules, regulations, guidance, interpretations or directives from the United States bank regulatory agencies relating to Basel III or the Xxxx-Xxxxx Act affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty five (305) days Business Days after demand by such Affected Party or the related Managing AgentParty, the Borrower Borrowers shall pay to such Affected Party (as a third party beneficiaryParty, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing AgentParty, additional amounts sufficient to compensate such Affected Party for such reduction in light rate of such circumstancesreturn, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable LenderAffected Party’s agreements hereunder; provided, however, that the Borrowers shall only be required to pay any such amounts to such Lender if such Lender is imposing such costs generally on similarly situated borrowers. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected PartyLender, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower Representative a certificate describing such compensationcompensation in reasonable detail, which certificate shall be conclusive in the absence of manifest error.. ​ (c) Failure or delay on the part of any Managing Agent Lender to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing AgentLender’s right to demand such compensation; provided that the Borrower Borrowers shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section 2.11 for any increased capital unless such Managing Agent gives notice costs or payments incurred more than 180 days prior to the Borrower and the Program Agent to compensate date that such Lender notifies the Borrower Representative of circumstances under subclauses (a)(i) or Affected Party in its Lender Group pursuant (ii) above giving rise to this Section within 180 days after such increased costs or payments; provided further that, if the date circumstances under subclauses (a)(i) or (ii) above giving rise to such Managing Agent knows an event has occurred pursuant increased costs or payments are retroactive, then the 180-day period referred to which such Lender or Affected Party in its Lender Group will seek such compensationabove shall be extended to include the period of retroactive effect thereof.

Increased Capital. (a) If either (i) the introduction ----------------- of or any change in or in the interpretation by any Official Body governmental or regulatory authority or agency of any law or regulation or (ii) compliance by any Affected Party with any directive guideline or request from any central bank or other Official Body governmental authority (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any the Securitization Lender’s agreement 's agreement, in its discretion, to make or maintain Loans Advances hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialfacilities, then, within thirty (30) days after upon demand by such Affected Party or the related Managing Agent, the Borrower shall immediately pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the LendersSecuritization Lender) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing the Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing the Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocable to the existence of the applicable Securitization Lender’s 's agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group . A certificate as to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit amounts submitted to the Borrower a certificate describing by such compensationAffected Party or the Agent, which certificate shall be conclusive shall, in the absence of manifest error, be conclusive and binding for all purposes. (cb) Failure or delay on the part of any Managing Agent Prior to demand by any Affected Party of amounts owing under this Section 2.11, such Affected Party agrees that it will use its reasonable efforts ------------ to reduce or eliminate any claim for compensation pursuant to said Section 2.11(a) 2.11 ------------ including, subject to applicable law, a change in its applicable lending office for this transaction; provided, however, that nothing herein contained shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate -------- ------- obligate any Lender or Affected Party to take any action which, in the opinion of the Lender, is unlawful, otherwise adverse to its Lender Group pursuant interests or results in any unreimbursed cost or expense to this Section such Affected Party, which cost or expense would not have been incurred but for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationaction.

Increased Capital. (a) If either (i) the introduction of ----------------- or any change in or in the interpretation by any Official Body Governmental Authority of any law or regulation after the date hereof or (ii) compliance by any Affected Party with any directive guideline or request from any central bank or other Official Body Governmental Authority (whether or not having the force of law) imposed after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement Transferee's agreement, in its discretion, or commitment, as applicable, to make or maintain Loans Advances hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be materialfacilities, then, within thirty (30) 15 days after of demand by such Affected Party or the related Managing Agent, the Borrower Transferor shall immediately pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the LendersTransferees) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing the Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing the Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable allocable to the existence of the applicable Lender’s Transferee's agreements hereunder. , provided, that the Transferor shall have no obligation to -------- pay any amount attributable to the period before ninety (b90) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after days prior to the date hereof, which will entitle any Lender or of such demand. A certificate describing in reasonable detail the basis for and calculation of such amounts submitted to the Transferor by such Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need forAgent, or reduce the amount ofshall, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error, be conclusive and binding for all purposes. (b) If any Affected Party shall incur any loss, cost or expense as a result of any reduction in Advances on any date other than a Settlement Date or as a result of the failure of any Advances to be made on the date specified in the applicable Notice of Funding for any reason, the Transferor shall, upon demand by the Agent, pay the Agent for the account of such Affected Party the amount of such losses, costs and expenses. Such Affected Party shall submit to the Transferor and the Agent a certificate as to such amounts, which certificate shall, in the absence of manifest error, be conclusive and binding for all purposes. (c) Failure or delay on the part of any Managing Agent Prior to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate by any Lender or Affected Party of amounts owing under this Section 2.07, such Affected Party agrees (in its Lender Group order to receive amounts due ------------ pursuant to this Section 2.07) that it will use its reasonable efforts to reduce ------------ or eliminate any claim for compensation pursuant to said Section 2.07 including, ------------ subject to applicable law, a change in its applicable lending office for this transaction; provided, however, that nothing herein contained shall obligate any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or -------- ------- Affected Party to take any action which, in the sole opinion of such Affected Party, is unlawful, otherwise adverse to its Lender Group pursuant interests or results in any unreimbursed cost or expense to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to Affected Party, which cost or expense would not have been incurred but for such Lender or Affected Party in its Lender Group will seek such compensationaction.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body Interpretation of any law or law, regulation or (ii) compliance by accounting principle or the imposition of any Affected Party with any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) imposed Governmental Authority, in each case, after the date hereof hereof, affects or would affect the amount of capital required or expected to be maintained by any Affected Party, and such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon as a result of (i) the existence of any Lender’s the Purchaser's agreement to make or maintain Loans hereunder an investment in the Note or any interest therein and other similar agreements or facilities or (ii) the existence of any agreement by Affected Parties to make or maintain an investment in the Note or any interest therein or to fund any such investment and such event would have any other commitments of the effect of reducing the rate of return on capital of same type, such Affected Party by an amount deemed by such Affected Party shall promptly submit to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing AgentDepositor, the Borrower shall pay to such Affected Party (as Servicer and the Note Agent a third party beneficiary, in certificate setting forth the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient required to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensationamount, such Lender or Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Party in determining amounts of this type. The applicable Lender or Affected Party amount set forth in such certificate (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive shall, in the absence of manifest error. , be prima facie evidence as to such amount) shall be included in the Additional Amounts for (ci) the first full Accrual Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (ii) to the extent remaining outstanding, each Accrual Period thereafter until paid in full, and shall be paid to the Note Agent pursuant to Section 5.04 of the Indenture. The Note Agent shall, out of amounts received by it in respect of the Additional Amounts on any Payment Date (as contemplated in Section 8.01(b)), pay to each Affected Party any amount due pursuant to this Section, provided, however, that if the amount distributable in respect of the Additional Amounts on any Payment Date is less than the aggregate amount payable to all Affected Parties pursuant to Sections 2.07, 2.08 and 2.09 for the corresponding Accrual Period, the resulting shortfall shall be allocated among such Affected Parties on a pro rata basis (determined by the amount owed to each). Failure or delay on the part of any Managing Agent Affected Party to demand compensation for any amount pursuant to this Section 2.11(a) 2.08 for any period shall not constitute a waiver of such Managing Agent’s Affected Party's right to demand compensation for such compensationperiod. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, or any other change in accounting standards or the issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a portion of the assets and liabilities of Company or Seller with the assets and liabilities of the Agent, any Financial Institution or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section. (b) Each Owner agrees that it shall use its reasonable efforts to take (or cause any Affected Party claiming through such Owner to take) such steps as would eliminate or reduce the amount of any increased costs described in this Section 2.08 incurred by such Owner or Affected Party; provided that the Borrower no such steps shall not be required to compensate any Lender be taken if, in the reasonable judgment of such Owner or Affected Party, such steps would be disadvantageous to such Owner or Affected Party in or inconsistent with its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower internal policy and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationlegal and regulatory restrictions.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of any law law, rule or regulation (including any law, rule or regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any Affected Party with (x) any directive or request from any central bank or other Official Body (whether or not having the force of law) imposed after the date hereof or (y) the requirements of, whether such compliance is commenced prior to or after the date hereof, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on the assets or capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing Agent, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a2.10(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a2.10(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Administrative Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 120 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation. (d) If any Lender or Affected Party has, or anticipates having, any claim for compensation under Section 2.10(a) against the Borrower, and such Affected Party or Lender believes that having the transactions contemplated by this Agreement publicly rated by a Rating Agency or qualifying under the supervisory formula approach under Basel II would reduce the amount of such compensation by an amount deemed by such Affected Party or Lender to be material, such Affected Party or Lender shall provide a request for Required Data or a Rating Request to the Borrower and the Servicer. Any Affected Party or Lender may also provide a request for Required Data or a Rating Request to the Borrower and the Servicer at any other time prior to the Commitment Termination Date. The Borrower shall cooperate with such Affected Party or Lender’s efforts to obtain Required Data and/or a credit rating from the Rating Agency specified in the Rating Request at the level that reasonably reflects the economics and credit of the Loans at the time of such request, and shall provide directly or through distribution to such Affected Party or Lender any information such Rating Agency may require for purposes of providing and monitoring the credit rating. The Affected Party or Lender making the Rating Request shall bear the costs and expenses of providing the Required Data and pay the initial and any subsequent and ongoing fees payable to the Rating Agency in connection with a Rating Request pursuant to this Section 2.10(d).

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body Interpretation of any law or law, regulation or (ii) compliance by accounting principle or the imposition of any Affected Party with any directive guideline or request from any central bank or other Official Body (whether or not having the force of law) imposed Governmental Authority, in each case, after the date hereof hereof, affects or would affect the amount of capital required or expected to be maintained by any Affected Party, and such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon as a result of (i) the existence of any Lender’s the Purchaser's agreement to make or maintain Loans hereunder an investment in the Note or any interest therein and other similar agreements or facilities or (ii) the existence of any agreement by Affected Parties to make or maintain an investment in the Note or any interest therein or to fund any such investment and such event would have any other commitments of the effect of reducing the rate of return on capital of same type, such Affected Party by an amount deemed by such Affected Party shall promptly submit to be material, then, within thirty (30) days after demand by such Affected Party or the related Managing AgentDepositor, the Borrower shall pay to such Affected Party (as Servicer and the Note Agent a third party beneficiary, in certificate setting forth the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts sufficient required to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensationamount, such Lender or Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Party in determining amounts of this type. The applicable Lender or Affected Party amount set forth in such certificate (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive shall, in the absence of manifest error. , be prima facie evidence as to such amount) shall be included in the Additional Amounts for (ci) the first full Accrual Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (ii) to the extent remaining outstanding, each Accrual Period thereafter until paid in full, and shall be ..paid to the Note Agent pursuant to Section 5.04 of the Indenture. The Note Agent shall, out of amounts received by it in respect of the Additional Amounts on any Payment Date (as contemplated in Section 8.01(b)), pay to each Affected Party any amount due pursuant to this Section, provided, however, that if the amount distributable in respect of the Additional Amounts on any. Payment Date is less than the aggregate amount payable to all Affected Parties pursuant to Sections 2.07, 2.08 and 2.09 for the corresponding Accrual Period, the resulting shortfall shall be allocated among such Affected Parties on a pro rata basis (determined by the amount owed to each). Failure or delay on the part of any Managing Agent Affected Party to demand compensation for any amount pursuant to this Section 2.11(a) 2.08 for any period shall not constitute a waiver of such Managing Agent’s Affected Party's right to demand compensation for such compensationperiod. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, or any other change in accounting standards or the issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a portion of the assets and liabilities of Company or Seller with the assets and liabilities of the Agent, any Financial Institution or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section. (b) Each Owner agrees that it shall use its reasonable efforts to take (or cause any Affected Party claiming through such Owner to take) such steps as would eliminate or reduce the amount of any increased costs described in this Section 2.08 incurred by such Owner or Affected Party; provided that the Borrower no such steps shall not be required to compensate any Lender be taken if, in the reasonable judgment of such Owner or Affected Party, such steps would be disadvantageous to such Owner or Affected Party in or inconsistent with its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower internal policy and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationlegal and regulatory restrictions.

Increased Capital. (a) If either (i) the introduction of after the date ----------------- hereof of, or any change in or in the interpretation after the date hereof of, any applicable law, rule or regulation regarding capital adequacy by any Official Body of any law governmental authority, central bank or regulation comparable agency charged with the interpretation or administration thereof or (ii) the compliance by any an Affected Party with any directive guideline or request from any governmental authority, central bank or other Official Body comparable agency regarding capital adequacy issued after the date hereof (whether or not having the force of law) imposed after the date hereof affects ), has or would affect the amount of capital required or expected to be maintained by such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased by or based upon the existence of any Lender’s agreement to make or maintain Loans hereunder and other similar agreements or facilities and such event would have the effect of materially reducing the rate of return on such Affected Party's capital as a consequence of such Affected Party by an amount deemed by Party's commitment under this Agreement or the making of Variable Funding Advances to a level below that which such Affected Party to be materialcould have achieved but for such introduction, thenchange, within thirty (30) days after demand by such Affected Party interpretation or compliance, then the related Managing AgentServicer shall, the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Party from time to time, as specified by cause the Issuer to pay to the Funding Agent for the benefit of such Affected Party or on the next Payment Date after such Managing AgentAffected Party shall have provided notice to the Funding Agent (and the Funding Agent shall have provided notice to the Servicer) of such reduction, additional amounts sufficient to compensate such Affected Party in light for such reduction; provided, however, that no amount shall be payable by the Issuer -------- ------- pursuant to this Section 5.01(b) with respect to any period commencing more than --------------- sixty (60) days before delivery of such circumstancesnotice to Servicer; and provided, to the extent -------- further, that such Affected Party or such Managing Agent on behalf additional amounts shall be payable solely in accordance with ------- the Indenture. A certificate setting forth in reasonable detail the computation of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Program Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensationreduction (it being understood that the reduction in return allocable hereunder shall be determined by such Affected Party's reasonable allocation of the aggregate of reductions in return on capital resulting from such event) and the basis therefor, submitted to the Funding Agent by such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Party (or such party’s related Managing Agent) shall submit to the Borrower a certificate describing such compensationServicer by the Funding Agent, which certificate shall be conclusive and binding for all purposes, in the absence of manifest error. . Any such cost shall be included in the Variable Funding Increased Cost Amount (cupon notice of such loss given to the Servicer by the Investor suffering such loss) Failure or delay on the part of any Managing Agent to demand compensation and paid pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensationIndenture.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation by any Official Body of Indemnified Party determines that any law or regulation or (ii) compliance by any Affected Party with any directive guideline or request from any central bank or other Official Body governmental authority (whether or not having the force of law), including (x) imposed after the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, regardless of the date hereof enacted, adopted or issued, and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued, affects or would affect the amount of capital required or expected to be maintained by such Affected Indemnified Party or any corporation controlling such Affected Indemnified Party reasonably determines and that the amount of such capital is increased by or based upon the existence of any Lendersuch Indemnified Party’s agreement commitment to make and maintain Advances or maintain Loans portions thereof or interests therein hereunder and other similar agreements or facilities and such event would have or, in the effect case of reducing the rate of return on capital of such Affected any Indemnified Party by an amount deemed which is a Participant, under any agreement entered into by such Affected Party Participant with respect to be materialthis Agreement, then, within thirty (30) ten days after demand and delivery to the Borrower of the certificate referred to in the last sentence of this Section 2.14, by such Affected Indemnified Party (or by the related Group Managing Agent, if any, of, and for the account of, such Indemnified Party), the Borrower shall pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the Lenders) or the related Managing Agent for the account of such Affected Indemnified Party from time to time, as specified by such Affected Party or such Managing AgentIndemnified Party, additional amounts sufficient to compensate such Affected Indemnified Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Indemnified Party reasonably determines such increase in capital to be attributable allocable to the existence of the applicable Lender’s agreements hereunder. (b) any such commitment. Each Managing Agent will Indemnified Party hereto agrees to use its reasonable efforts promptly to notify the Borrower and the Program Agent of any event referred to in the first sentence of which it has knowledgethis Section 2.14, occurring after provided that the date hereof, which will entitle failure to give such notice shall not affect the rights of any Lender or Affected Indemnified Party under this Section 2.14. A certificate in its Lender Group reasonable detail as to compensation pursuant to Section 2.11(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need basis for, or reduce and the amount of, such compensation and will not, in submitted to the judgment of Borrower by such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such compensation, such Lender or Affected Party may use any reasonable averaging and attribution methods. The applicable Lender or Affected Indemnified Party (or by the Group Managing Agent of and for the account of such party’s related Managing AgentIndemnified Party) shall submit to the Borrower a certificate describing such compensation, which certificate shall be conclusive in the absence of and binding for all purposes, absent manifest error. (c) Failure or delay on the part of any Managing Agent to demand compensation pursuant to Section 2.11(a) shall not constitute a waiver of such Managing Agent’s right to demand such compensation; provided that the Borrower shall not be required to compensate any Lender or Affected Party in its Lender Group pursuant to this Section for any increased capital unless such Managing Agent gives notice to the Borrower and the Program Agent to compensate such Lender or Affected Party in its Lender Group pursuant to this Section within 180 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation.