Common use of Increased Capital Clause in Contracts

Increased Capital. If the introduction of or any change in or in the Interpretation of any law or regulation or the imposition of any guideline or request from any central bank or other governmental authority reflecting such change after the date hereof affects or would affect the amount of capital required or expected to be maintained by any Affected Person, and such Affected Person determines that the amount of such capital is increased as a result of (i) the existence of the Class B Note Purchasers’ agreement to make or maintain an investment in the Class B Notes or any interest therein and other similar agreements or facilities, or (ii) the existence of any agreement by Affected Persons to make or maintain an investment in the Class B Notes or any interest therein or to fund any such investment and any other commitments of the same type, such Affected Person shall promptly submit to the Issuer, the Servicer and, if such Person is not the Purchasers’ Agent, the Purchasers’ Agent, a certificate setting forth in reasonable detail, the calculation of the additional amounts required to compensate such Affected Person in light of such circumstances. In determining such amount, such Affected Person may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Person in determining amounts of this type. The amount set forth in such certificate (which certificate shall, in the absence of manifest error, be prima facie evidence as to such amount) shall be included in the Class B Increased Costs for the Interest Accrual Period immediately succeeding the date on which such certificate was delivered (or if such certificate was delivered during the last Interest Accrual Period, for such last Interest Accrual Period), and to the extent remaining outstanding, each Accrual Period thereafter until paid in full. The Purchasers’ Agent, out of amounts received by it in respect of Class B Increased Costs for Affected Persons for any Interest Accrual Period, shall pay such increased costs to such Affected Persons; provided, however, that if the amount so distributable in respect of the Class B Increased Costs is less than the aggregate amount payable to all such Affected Persons pursuant to Sections 2.08, 2.09 and 2.10 hereof, the resulting shortfall shall be allocated among such Affected Persons on a pro rata basis (determined by the amount owed to each).

Increased Capital. If the introduction of or any change in or in the Interpretation of any law or regulation or the imposition of any guideline or request from any central bank or other governmental authority reflecting such change after the date hereof affects or would affect the amount of capital required or expected to be maintained by any Affected Person, and such Affected Person determines that the amount of such capital is increased as a result of (i) the existence of the Class B A Note Purchasers’ Purchaser’s agreement to make or maintain an investment in the Class B Notes A Note or any interest therein and other similar agreements or facilities, or (ii) the existence of any agreement by Affected Persons to make or maintain an investment in the Class B Notes A Note or any interest therein or to fund any such investment and any other commitments of the same type, such Affected Person shall promptly submit to the Issuer, the Servicer and, if such Person is not the Purchasers’ Purchaser’s Agent, the Purchasers’ Purchaser’s Agent, a certificate setting forth in reasonable detail, the calculation of the additional amounts required to compensate such Affected Person in light of such circumstances. In determining such amount, such Affected Person may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Person in determining amounts of this type. The amount set forth in such certificate (which certificate shall, in the absence of manifest error, be prima facie evidence as to such amount) shall be included in the Class B A Increased Costs for the Interest Accrual Period immediately succeeding the date on which such certificate was delivered (or if such certificate was delivered during the last Interest Accrual Period, for such last Interest Accrual Period), and to the extent remaining outstanding, each Accrual Period thereafter until paid in full. The Purchasers’ Purchaser’s Agent, out of amounts received by it in respect of Class B A Increased Costs for Affected Persons for any Interest Accrual Period, shall pay such increased costs to such Affected Persons; provided, however, that if the amount so distributable in respect of the Class B A Increased Costs is less than the aggregate amount payable to all such Affected Persons pursuant to Sections 2.08, 2.09 and 2.10 hereof, the resulting shortfall shall be allocated among such Affected Persons on a pro rata basis (determined by the amount owed to each).

Increased Capital. If the introduction of or any change in or in the Interpretation of any law or regulation or the imposition of any guideline or request from any central bank or other governmental authority reflecting such change after the date hereof affects or would affect the amount of capital required or expected to be maintained by any Affected Person, and such Affected Person determines that the amount of such capital is increased as a result of (i) the existence of the Class B Subclass B-1 Note Purchasers’ agreement to make or maintain an investment in the Class B Subclass B-1 Notes or any interest therein and other similar agreements or facilities, or (ii) the existence of any agreement by Affected Persons to make or maintain an investment in the Class B Subclass B-1 Notes or any interest therein or to fund any such investment and any other commitments of the same type, such Affected Person shall promptly submit to the Issuer, the Servicer and, if such Person is not the Purchasers’ Agent, the Purchasers’ Agent, a certificate setting forth in reasonable detail, the calculation of the additional amounts required to compensate such Affected Person in light of such circumstances. In determining such amount, such Affected Person may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Person in determining amounts of this type. The amount set forth in such certificate (which certificate shall, in the absence of manifest error, be prima facie evidence as to such amount) shall be included in the Class B Subclass B-1 Increased Costs for the Interest Accrual Period immediately succeeding the date on which such certificate was delivered (or if such certificate was delivered during the last Interest Accrual Period, for such last Interest Accrual Period), and to the extent remaining outstanding, each Accrual Period thereafter until paid in full. The Purchasers’ Agent, out of amounts received by it in respect of Class B Subclass B-1 Increased Costs for Affected Persons for any Interest Accrual Period, shall pay such increased costs to such Affected Persons; provided, however, that if the amount so distributable in respect of the Class B Subclass B-1 Increased Costs is less than the aggregate amount payable to all such Affected Persons pursuant to Sections 2.08, 2.09 and 2.10 hereof, the resulting shortfall shall be allocated among such Affected Persons on a pro rata basis (determined by the amount owed to each).

Increased Capital. If the introduction of or any change in or in the Interpretation of any law or regulation or the imposition of any guideline or request from any central bank or other governmental authority reflecting such change after the date hereof affects or would affect the amount of capital required or expected to be maintained by any Affected Person, and such Affected Person determines that the amount of such capital is increased as a result of (i) the existence of the Class B Subclass A-2 Note PurchasersPurchaser’ agreement to make or maintain an investment in the Class B Notes Subclass A-2 Note or any interest therein and other similar agreements or facilities, or (ii) the existence of any agreement by Affected Persons to make or maintain an investment in the Class B Notes Subclass A-2 Note or any interest therein or to fund any such investment and any other commitments of the same type, such Affected Person shall promptly submit to the Issuer, the Servicer and, if such Person is not the Purchasers’ Purchaser’s Agent, the Purchasers’ Purchaser’s Agent, a certificate setting forth in reasonable detail, the calculation of the additional amounts required to compensate such Affected Person in light of such circumstances. In determining such amount, such Affected Person may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Person in determining amounts of this type. The amount set forth in such certificate (which certificate shall, in the absence of manifest error, be prima facie evidence as to such amount) shall be included in the Class B Subclass A-2 Increased Costs for the Interest Accrual Period immediately succeeding the date on which such certificate was delivered (or if such certificate was delivered during the last Interest Accrual Period, for such last Interest Accrual Period), and to the extent remaining outstanding, each Accrual Period thereafter until paid in full. The Purchasers’ Purchaser’s Agent, out of amounts received by it in respect of Class B Subclass A-2 Increased Costs for Affected Persons for any Interest Accrual Period, shall pay such increased costs to such Affected Persons; provided, however, that if the amount so distributable in respect of the Class B Subclass A-2 Increased Costs is less than the aggregate amount payable to all such Affected Persons pursuant to Sections 2.08, 2.09 and 2.10 hereof, the resulting shortfall shall be allocated among such Affected Persons on a pro rata basis (determined by the amount owed to each).

Increased Capital. If the introduction of or any change in or in the Interpretation of any law or regulation or the imposition of any guideline or request from any central bank or other governmental authority reflecting such change after the date hereof affects or would affect the amount of capital required or expected to be maintained by any Affected Person, and such Affected Person determines that the amount of such capital is increased as a result of (i) the existence of the Class B Subclass B-2 Note PurchasersPurchaser’ agreement to make or maintain an investment in the Class B Notes Subclass B-2 Note or any interest therein and other similar agreements or facilities, or (ii) the existence of any agreement by Affected Persons to make or maintain an investment in the Class B Notes Subclass B-2 Note or any interest therein or to fund any such investment and any other commitments of the same type, such Affected Person shall promptly submit to the Issuer, the Servicer and, if such Person is not the Purchasers’ Purchaser’s Agent, the Purchasers’ Purchaser’s Agent, a certificate setting forth in reasonable detail, the calculation of the additional amounts required to compensate such Affected Person in light of such circumstances. In determining such amount, such Affected Person may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Person in determining amounts of this type. The amount set forth in such certificate (which certificate shall, in the absence of manifest error, be prima facie evidence as to such amount) shall be included in the Class B Subclass B-2 Increased Costs for the Interest Accrual Period immediately succeeding the date on which such certificate was delivered (or if such certificate was delivered during the last Interest Accrual Period, for such last Interest Accrual Period), and to the extent remaining outstanding, each Accrual Period thereafter until paid in full. The Purchasers’ Purchaser’s Agent, out of amounts received by it in respect of Class B Subclass B-2 Increased Costs for Affected Persons for any Interest Accrual Period, shall pay such increased costs to such Affected Persons; provided, however, that if the amount so distributable in respect of the Class B Subclass B-2 Increased Costs is less than the aggregate amount payable to all such Affected Persons pursuant to Sections 2.08, 2.09 and 2.10 hereof, the resulting shortfall shall be allocated among such Affected Persons on a pro rata basis (determined by the amount owed to each).

Increased Capital. If either (a) the introduction of or any change in or in the Interpretation interpretation of any law or regulation or the imposition of (b) compliance by any Affected Person with any guideline or request issued or made by or otherwise emanating from any central bank or other governmental authority reflecting such change after the date hereof of this Agreement (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by any Affected Person, and such Affected Person determines that the amount of such capital is increased as a result of by or based upon (ix) the existence of the Class B Note Purchasers’ agreement Investors' agreement, in their discretion, to make or maintain an investment in the Class B Notes or any interest therein Purchases hereunder and other similar agreements or facilities, or (iiy) the existence of any agreement by Affected Persons to make purchases of or otherwise maintain an investment in the Class B Notes Eligible Assets or any interest interests therein related to this Agreement or to fund any such investment the funding thereof and any other commitments of the same type, then, within fifteen days following demand by such Affected Person shall promptly submit (with a copy to the IssuerAgent), the Servicer andSeller shall immediately pay to such Affected Person (as a third party beneficiary, if such in the case of an Affected Person which is not the Purchasers’ Agentalso an Owner hereunder) from time to time, the Purchasers’ Agentas specified by such Affected Person, a certificate setting forth in reasonable detail, the calculation of the additional amounts required sufficient to compensate such Affected Person in light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of the Investors' agreements described in clause (x) above or the commitments of certain other Affected Persons described in clause (y) above. In determining A certificate as to such amountamounts submitted to the Seller and the Agent by such Affected Person, setting forth the calculation thereof, shall be conclusive and binding for all purposes absent manifest error. Each Affected Person agrees, but without limitation to its rights hereunder, that promptly after becoming aware of any event or circumstance described in clause (a) or (b) of the first sentence of this Section 2.12 that is likely to give rise to a payment liability on the part of the Seller under this Section 2.12, such Affected Person may use any reasonable averaging and attribution methods, consistent with will notify the averaging and attribution methods generally used by Seller of such event or circumstance. Each Affected Person that determines to seek compensation under this Section 2.12 shall notify the Seller of the circumstances that entitle such Affected Person to such compensation pursuant to this Section 2.12, and will take such action as such Affected Person may determine in determining amounts its sole and absolute discretion will avoid the need for or reduce the amount of such compensation without disadvantage of any kind to such Affected Person. Notwithstanding the provisions of this type. The amount set forth in such certificate (which certificate shallSection 2.12, in the absence of manifest error, Seller shall not be prima facie evidence as required to such amount) shall be included in the Class B Increased Costs compensate any Affected Person for the Interest Accrual Period immediately succeeding the date on which such certificate was delivered (or if such certificate was delivered during the last Interest Accrual Period, for such last Interest Accrual Period), and amounts claimed under this Section 2.12 to the extent remaining outstanding, each Accrual Period thereafter until paid in full. The Purchasers’ Agent, out of that those amounts received by it in respect of Class B Increased Costs for Affected Persons for any Interest Accrual Period, shall pay such increased costs were incurred more than three months prior to the date that such Affected Persons; provided, however, that if Person (or the amount so distributable in respect of Agent on its behalf) notifies the Class B Increased Costs is less than the aggregate amount payable to all such Affected Persons pursuant to Sections 2.08, 2.09 and 2.10 hereof, the resulting shortfall shall be allocated among such Affected Persons on a pro rata basis (determined by the amount owed to each)Seller thereof.

Increased Capital. If either (a) the introduction of or any change in or in the Interpretation interpretation of any law or regulation or the imposition of (b) compliance by any Affected Person with any guideline or request issued or made by or otherwise emanating from any central bank or other governmental authority reflecting such change after the date hereof of this Agreement (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by any Affected Person, and such Affected Person determines that the amount of such capital is increased as a result of by or based upon (ix) the existence of the Class B Note Purchasers’ such Affected Person's agreement to make or maintain an investment in the Class B Notes or any interest therein Purchases hereunder and other similar agreements or facilities, or (iiy) the existence of any agreement by Affected Persons to make purchases of or otherwise maintain an investment in the Class B Notes Eligible Assets or any interest interests therein related to this Agreement or to fund any such investment the funding thereof and any other commitments of the same type, then, within fifteen days following demand by such Affected Person shall promptly submit (with a copy to the IssuerAgent), the Servicer andSeller shall immediately pay to such Affected Person from time to time, if as specified by such Person is not the Purchasers’ AgentAffected Person, the Purchasers’ Agent, a certificate setting forth in reasonable detail, the calculation of the additional amounts required sufficient to compensate such Affected Person in light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of its agreement described in clause (x) above or the commitments of certain other Affected Persons described in clause (y) above. In determining A certificate as to such amountamounts submitted to the Seller and the Agent by such Affected Person, setting forth the calculation thereof, shall be conclusive and binding for all purposes absent manifest error. Each Affected Person agrees, but without limitation to its rights hereunder, that promptly after becoming aware of any event or circumstance described in clause (a) or (b) of the first sentence of this Section 2.12 that is likely to give rise to a payment liability on the part of the Seller under this Section 2.12, such Affected Person may use any reasonable averaging and attribution methods, consistent with will notify the averaging and attribution methods generally used by Seller of such event or circumstance. Each Affected Person that determines to seek compensation under this Section 2.12 shall notify the Seller of the circumstances that entitle such Affected Person to such compensation pursuant to this Section 2.12, and will take such action as such Affected Person may determine in determining amounts its sole and absolute discretion will avoid the need for or reduce the amount of such compensation without disadvantage of any kind to such Affected Person. Notwithstanding the provisions of this type. The amount set forth in such certificate (which certificate shallSection 2.12, in the absence of manifest error, Seller shall not be prima facie evidence as required to such amount) shall be included in the Class B Increased Costs compensate any Affected Person for the Interest Accrual Period immediately succeeding the date on which such certificate was delivered (or if such certificate was delivered during the last Interest Accrual Period, for such last Interest Accrual Period), and amounts claimed under this Section 2.12 to the extent remaining outstanding, each Accrual Period thereafter until paid in full. The Purchasers’ Agent, out of that those amounts received by it in respect of Class B Increased Costs for Affected Persons for any Interest Accrual Period, shall pay such increased costs were incurred more than three months prior to the date that such Affected Persons; provided, however, that if Person (or the amount so distributable in respect of Agent on its behalf) notifies the Class B Increased Costs is less than the aggregate amount payable to all such Affected Persons pursuant to Sections 2.08, 2.09 and 2.10 hereof, the resulting shortfall shall be allocated among such Affected Persons on a pro rata basis (determined by the amount owed to each)Seller thereof.

Increased Capital. (a) If any Affected Person reasonably determines that the introduction existence of or any change in or in the Interpretation of compliance with: (i) any law or regulation or any change therein or in the imposition of interpretation or application thereof, in each case adopted, issued or occurring after the date hereof, or (ii) any request, guideline or request directive from any central bank or other governmental authority reflecting such change Governmental Authority (whether or not having the force of law) issued or occurring after the date hereof of this Agreement, affects or would affect the amount of capital required or expected to be maintained by any such Affected Person, and such Affected Person determines that the amount of such capital is increased as a result of (i) the existence of the Class B Note Purchasers’ agreement to make by or maintain an investment in the Class B Notes or any interest therein and other similar agreements or facilities, or (ii) based upon the existence of any agreement by Affected Persons commitment to make purchases of (or otherwise to maintain an the investment in the Class B Notes in) Pool Receivables related to this Agreement or any interest therein related liquidity facility, credit enhancement facility or to fund any such investment and any other commitments of the same type, then, upon demand by such Affected Person (with a copy to the Administrative Agent), the Seller shall promptly submit pay to the Issuer, the Servicer and, if such Person is not the Purchasers’ Administrative Agent, for the Purchasers’ Agentaccount of such Affected Person, a certificate setting forth in reasonable detailfrom time to time as specified by such Affected Person, the calculation of the additional amounts required sufficient to compensate such Affected Person in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any of such commitments, but (with respect to any single event or circumstance giving rise to a claim) not for any period more than ninety (90) days prior to the date of the applicable claim. Each Affected Person will deliver a certificate of a responsible officer of such Affected person setting forth (i) the legal, regulatory or other action that is the basis for the claim, (ii) the amount or amounts necessary to compensate such Affected Person for such increased capital and (iii) reasonable detail of the calculations of the amount necessary to compensate such Lender for such increased capital, provided, however, that no Affected Person shall be required to disclose any confidential or tax planning information in any such certificate. All determinations, estimates, assumptions, allocations, and the like required for the determination of such amount or amounts shall be made by each Affected person in good faith, but a certificate as to such amounts submitted to the Seller and the Administrative Agent by such Affected Person shall be conclusive and binding for all purposes, absent manifest error. (b) In determining such amountthe additional amounts necessary to compensate an Affected Person pursuant to paragraph (a) above, such Affected Person may use any reasonable method of averaging and attribution methodsthat it (in its sole and absolute discretion) shall deem applicable. (c) Notwithstanding the foregoing, consistent the Seller shall not be obligated to make any payment in respect of any requirement for increased capital in an amount exceeding the ratio of the Purchase Limit or the Commitment (as applicable) of the Affected Person under this Agreement to the aggregate capital commitments of the Affected Person with the averaging respect to all similarly situated and attribution methods generally used by affected facilities in which such Affected Person in determining amounts holds an interest. (d) Each Affected Person agrees to use reasonable efforts (consistent with its internal policies and with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this type. The amount set forth in such certificate (which certificate shallSection 1.9 that may thereafter accrue and would not, in the absence reasonable judgment of manifest errorsuch Affected Person, be prima facie evidence as to such amount) shall be included in the Class B Increased Costs for the Interest Accrual Period immediately succeeding the date on which such certificate was delivered (or if such certificate was delivered during the last Interest Accrual Period, for such last Interest Accrual Period), and to the extent remaining outstanding, each Accrual Period thereafter until paid in full. The Purchasers’ Agent, out of amounts received by it in respect of Class B Increased Costs for Affected Persons for any Interest Accrual Period, shall pay such increased costs otherwise disadvantageous to such Affected Persons; provided, however, that if the amount so distributable in respect of the Class B Increased Costs is less than the aggregate amount payable to all such Affected Persons pursuant to Sections 2.08, 2.09 and 2.10 hereof, the resulting shortfall shall be allocated among such Affected Persons on a pro rata basis (determined by the amount owed to each)Person.