Common use of Increased Capital Clause in Contracts

Increased Capital. If any Indemnified Party determines that either the introduction of or any change in or in the interpretation of any law or regulation after the date hereof or the compliance with any guideline or request issued or made after the date hereof from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Indemnified Party or any corporation controlling such Indemnified Party 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 Receivable Interest (or interest therein), or to maintain such Receivable Interest (or interest therein) hereunder, then, within 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 Indemnified Party (or by the Agent for the account of such 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 Indemnified Party, additional amounts sufficient to compensate such Indemnified Party or such corporation in the light of such circumstances, to the extent that such Indemnified Party reasonably determines such increase in capital to be allocable to the existence of any such commitment. Each Indemnified Party hereto agrees to use reasonable efforts promptly to notify the 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 shall have requested compensation therefor; provided, further, that if the change in law or regulation or in the interpretation or administration thereof that shall give rise to any such change shall be retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Agent by such Indemnified Party (or by the Agent for the account of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding any other provision of this Section 2.13, no Indemnified Party shall demand compensation under this Section 2.13 if it shall not at the time be the general policy or practice of such Indemnified Party to demand such 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 Seller has previously paid such amounts to such Indemnified Party, such Indemnified Party shall promptly forward such refund to the Seller without interest.

Increased Capital. If any Indemnified Party determines that either Subject to the provisions of Section 6.4, if the introduction of or any change in or in the interpretation Interpretation of any law or regulation after the date hereof or the compliance with general imposition of any guideline or general request issued or made after the date hereof from any central bank or other Governmental Authority (whether or not having governmental authority after the force of law) date 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 Indemnified Affected Party or any corporation controlling such Indemnified Party and determines that the amount of such capital is increased by or based upon as a result of (i) the existence of such Indemnified Affected Party’s commitment, if any, 's agreement to purchase make or maintain an investment in the Notes or any Receivable Interest interest therein or (ii) the existence of any agreement by such Affected Party to make or maintain an investment in the Notes or any interest therein), therein or to maintain fund any such Receivable Interest (or interest therein) hereunderinvestment after the date hereof, then, within five Business Days following upon written demand and delivery to the Seller of the certificate referred to in the third-to-last sentence of this Section 2.13 by such Indemnified Affected Party (or or, if such Affected Party is not a Purchaser, by the Agent for the account of Purchaser from whom such Indemnified PartyAffected Party derives its rights) (with a copy of such demand and certificate to the Agent) ), the Seller Issuer shall direct the Servicer and the Indenture Trustee in writing to pay to the Agent for the account benefit of such Indemnified Affected Party from time to time(as a third party beneficiary, in the case of an Affected Party that is not also a Purchaser hereunder), additional amounts, as specified by such Indemnified Affected Party, additional amounts sufficient to compensate such Indemnified Affected Party or such corporation in the light of such circumstances, to the extent that such Indemnified Affected Party reasonably determines such increase in capital to be allocable allocated to the existence of such Affected Party's agreement described in clause (i) above or the commitments of such Affected Party described in clause (ii) above. In determining such amounts, such Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and distribution methods generally used by such commitment. Each Indemnified Affected Party hereto agrees to use reasonable efforts promptly to notify the Seller of any event referred to in the first sentence determining amounts 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 shall have requested compensation therefor; provided, further, that if the change in law or regulation or in the interpretation or administration thereof that shall give rise to any such change shall be retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereoftype. A certificate in reasonable detail as to the basis for, and the amount of, such compensation amounts submitted to the Seller Servicer, the Issuer and the Agent by such Indemnified Affected Party (or or, if such Affected Party is not a Purchaser, by the Agent Purchaser from whom such Affected Party derives its rights), setting forth the calculation thereof in reasonable detail, shall be 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 account amount of such Indemnified Party) compensation; provided that no such steps shall be conclusive and binding for all purposesrequired to be taken if, absent manifest error. Notwithstanding any other provision of this Section 2.13, no Indemnified Party shall demand compensation under this Section 2.13 if it shall not at in the time be the general policy or practice reasonable judgment of such Indemnified Party to demand such 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 Seller has previously paid such amounts to such Indemnified Affected Party, such Indemnified Party shall promptly forward steps would be materially disadvantageous to such refund to the Seller without interestAffected Party.

Increased Capital. If any Indemnified Party determines that either the introduction of or any change in or in the interpretation of any law or regulation after the date hereof or the compliance with any guideline or request issued or made after the date hereof from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Indemnified Party or any corporation controlling such Indemnified Party 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 Receivable Interest (or any interest therein), or to maintain such Receivable Interest (or interest therein) interest, hereunder, then, within five Business Days following upon demand and delivery to the Seller of the certificate referred to in the third-to-last sentence of this Section 2.13 2.11 by such Indemnified Party (or by the Agent for the account of such 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 Indemnified Party, additional amounts sufficient to compensate such Indemnified Party or such corporation in the light of such circumstances, to the extent that such Indemnified Party reasonably determines such increase in capital to be allocable to the existence of any such commitment. Each Indemnified Party hereto agrees to use reasonable efforts promptly to notify the Seller of any event referred to in the first sentence of this Section 2.132.11, 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 shall have requested compensation therefor; provided, further, that if the change in law or regulation or in the interpretation or administration thereof that shall give rise to any such change shall be retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof2.11. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Agent by such Indemnified Party (or by the Agent for the account of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding any other provision of this Section 2.13, no Indemnified Party shall demand compensation under this Section 2.13 if it shall not at the time be the general policy or practice of such Indemnified Party to demand such 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 Seller has previously paid such amounts to such Indemnified Party, such Indemnified Party shall promptly forward such refund to the Seller without interest.

Increased Capital. If any Indemnified Party determines that either the introduction of or any change in or in the interpretation of any law or regulation after the date hereof or the compliance with any guideline or request issued or made after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Indemnified Party or any corporation controlling such Indemnified Party 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 Receivable Interest (or interest therein)make Capital Investments, or to maintain such Receivable Interest (or interest therein) Capital Investments hereunder, then, within five Business Days following upon demand and delivery to the Seller of the certificate referred to in the third-to-last sentence of this Section 2.13 by such Indemnified Party (or by the Agent for the account of such 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 Indemnified Party, additional amounts sufficient to compensate such Indemnified Party or such corporation in the light of such circumstances, to the extent that such Indemnified Party reasonably determines such increase in capital to be allocable to the existence of any such commitment. Each Indemnified Party hereto agrees to use reasonable efforts promptly to notify the 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 shall have requested compensation therefor; provided, further, that if the change in law or regulation or in the interpretation or administration thereof that shall give rise to any such change shall be retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Agent by such Indemnified Party (or by the Agent for the account of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding any other provision of this Section 2.13, no Indemnified Party shall demand compensation under this Section 2.13 if it shall not at the time be the general policy or practice of such Indemnified Party to demand such 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 Seller has previously paid such amounts to such Indemnified Party, such Indemnified Party shall promptly forward such refund to the Seller without interest.

Increased Capital. If any Indemnified Party determines that either the introduction of or any change in or in the interpretation of any law or regulation after the date hereof or the compliance with any guideline or request issued or made after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Indemnified Party or any corporation controlling such Indemnified Party 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 Receivable Interest (or any interest therein), or to maintain such Receivable Interest (or interest therein) hereunder, then, within five Business Days following upon demand and delivery to the Seller of the certificate referred to in the third-to-last sentence of this Section 2.13 by such Indemnified Party (or by the Agent for the account of such 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 Indemnified Party, additional amounts sufficient to compensate such Indemnified Party or such corporation in the light of such circumstances, to the extent that such Indemnified Party reasonably determines such increase in capital to be allocable to the existence of any such commitment. Each Indemnified Party hereto agrees to use reasonable efforts promptly to notify the 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 shall have requested compensation therefor; provided, further, that if the change in law or regulation or in the interpretation or administration thereof that shall give rise to any such change shall be retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Agent by such Indemnified Party (or by the Agent for the account of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding any other provision of this Section 2.13, no Indemnified Party shall demand compensation under this Section 2.13 if it shall not at the time be the general policy or practice of such Indemnified Party to demand such 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 Seller has previously paid such amounts to such Indemnified Party, such Indemnified Party shall promptly forward such refund to the Seller without interest.

Increased Capital. (a) If any Indemnified Party determines that either the introduction of or any change in or in the interpretation Interpretation of any law law, regulation or regulation after the date hereof accounting principle or the compliance with imposition of any guideline or request issued or made after the date hereof from any central bank or other Governmental Authority (whether or not having Authority, in each case, after the force of law) date hereof, affects or would affect the amount of capital required or expected to be maintained by any Affected Party, and such Indemnified Affected Party or any corporation controlling such Indemnified Party and determines that the amount of such capital is increased by or based upon as a result of (i) the existence of such Indemnified Party’s commitment, if any, the Purchaser's agreement to purchase make or maintain an investment in the Note or any Receivable Interest 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), therein or to maintain fund any such Receivable Interest (or interest therein) hereunderinvestment and any other commitments of the same type, then, within five Business Days following demand and delivery such Affected Party shall promptly submit to the Seller of Depositor, the Servicer and the Note Agent a certificate referred to in setting forth the third-to-last sentence of this Section 2.13 by such Indemnified Party (or by the Agent for the account of such 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 Indemnified Party, additional amounts sufficient required to compensate such Indemnified Affected Party or such corporation in the light of such circumstances. In determining such amount, such 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 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 Additional Amounts for (i) the first full Accrual Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (ii) to the extent that such Indemnified Party reasonably determines such increase remaining outstanding, each Accrual Period thereafter until paid in capital to full, and shall be allocable paid to the existence 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 such commitment. Each Indemnified Payment Date (as contemplated in Section 8.01(b)), pay to each Affected Party hereto agrees any amount due pursuant to use reasonable efforts promptly to notify the Seller of any event referred to in the first sentence of this Section 2.13Section, 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 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 entitled to compensation under this Section 2.13 for any change in capital requirements incurred more than 90 days prior to the date allocated among such Affected Parties on which it shall have requested compensation therefor; provided, further, that if the change in law or regulation or in the interpretation or administration thereof that shall give rise to any such change shall be retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof. A certificate in reasonable detail as to the a pro rata basis for, and (determined by the amount of, such compensation submitted owed to each). Failure on the Seller and the Agent by such Indemnified Party (or by the Agent for the account part of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding any other provision of this Section 2.13, no Indemnified Party shall demand compensation under this Section 2.13 if it shall not at the time be the general policy or practice of such Indemnified Affected Party to demand compensation for any amount pursuant to this Section 2.08 for any period shall not constitute a waiver of such Affected Party's right to demand compensation in similar circumstances under comparable provisions for such period. For the avoidance of other receivables purchase agreements or credit agreementsdoubt, if anythe issuance of FASB Interpretation No. If 46, or any Indemnified Party shall receive as other change in accounting standards or the issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a refund portion of the assets and liabilities of Company or Seller with the assets and liabilities of the Agent, any moneys from Financial Institution or any source that it has listed on the certificate provided pursuant to the second preceding sentence, to the extent that the Seller has previously paid such amounts to such Indemnified Partyother Funding Source, such Indemnified Party event shall promptly forward constitute a circumstance on which such refund to the Seller without interestFunding Source may base a claim for reimbursement under this Section.

Increased Capital. If any Indemnified Party determines that either the introduction of or any change in or in the interpretation of any law or regulation after the date hereof or the compliance with any guideline or request issued or made after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Indemnified Party or any corporation controlling such Indemnified Party and that the amount of such capital is increased by or based upon the existence of such Indemnified Party’s 's commitment, if any, to purchase any Receivable Interest (or any interest therein), or to maintain such Receivable Interest (or interest therein) interest, hereunder, then, within five Business Days following upon demand and delivery to the Seller of the certificate referred to in the third-to-last sentence of this Section 2.13 2.11 by such Indemnified Party (or by the Agent for the account of such 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 Indemnified Party, additional amounts sufficient to compensate such Indemnified Party or such corporation in the light of such circumstances, to the extent that such Indemnified Party reasonably determines such increase in capital to be allocable to the existence of any such commitment. Each Indemnified Party hereto agrees to use reasonable efforts promptly to notify the Seller of any event referred to in the first sentence of this Section 2.132.11, 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 shall have requested compensation therefor; provided, further, that if the change in law or regulation or in the interpretation or administration thereof that shall give rise to any such change shall be retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof2.11. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Agent by such Indemnified Party (or by the Agent for the account of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding any other provision of this Section 2.13, no Indemnified Party shall demand compensation under this Section 2.13 if it shall not at the time be the general policy or practice of such Indemnified Party to demand such 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 Seller has previously paid such amounts to such Indemnified Party, such Indemnified Party shall promptly forward such refund to the Seller without interest.

Increased Capital. If any Indemnified Party determines that either the introduction of or any change in or in the interpretation of any law or regulation after the date hereof or the compliance with any guideline or request issued or made after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Indemnified Party or any corporation controlling such Indemnified Party and that the amount of such capital is increased by or based upon the existence of such Indemnified Party’s 's commitment, if any, to purchase any Receivable Interest (or any interest therein), or to maintain such Receivable Interest (or interest therein) hereunder, then, within five Business Days following upon demand and delivery to the Seller of the certificate referred to in the third-to-last sentence of this Section 2.13 by such Indemnified Party (or by the Agent for the account of such 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 Indemnified Party, additional amounts sufficient to compensate such Indemnified Party or such corporation in the light of such circumstances, to the extent that such Indemnified Party reasonably determines such increase in capital to be allocable to the existence of any such commitment. Each Indemnified Party hereto agrees to use reasonable efforts promptly to notify the 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 shall have requested compensation therefor; provided, further, that if the change in law or regulation or in the interpretation or administration thereof that shall give rise to any such change shall be retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Agent by such Indemnified Party (or by the Agent for the account of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding any other provision of this Section 2.13, no Indemnified Party shall demand compensation under this Section 2.13 if it shall not at the time be the general policy or practice of such Indemnified Party to demand such 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 Seller has previously paid such amounts to such Indemnified Party, such Indemnified Party shall promptly forward such refund to the Seller without interest.

Increased Capital. If any Indemnified Party determines that either the introduction of or any change in or in the interpretation of any law or regulation after the date hereof or the compliance with any guideline or request issued or made after the date hereof from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Indemnified Party or any corporation controlling such Indemnified Party 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 Receivable Interest (or any interest therein), or to maintain such Receivable Interest (or interest therein) hereunder, then, within five Business Days following upon demand and delivery to the Seller of the certificate referred to in the third-to-last sentence of this Section 2.13 by such Indemnified Party (or by the Agent for the account of such 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 Indemnified Party, additional amounts sufficient to compensate such Indemnified Party or such corporation in the light of such circumstances, to the extent that such Indemnified Party reasonably determines such increase in capital to be allocable to the existence of any such commitment. Each Indemnified Party hereto agrees to use reasonable efforts promptly to notify the 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 90 120 days prior to the date on which it shall have requested compensation therefor; provided, provided further, that if the change in law or regulation or in the interpretation or administration thereof that shall give rise to any such change shall be retroactive, then the 90120-day period referred to above shall be extended to include the period of retroactive effect thereof. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Agent by such Indemnified Party (or by the Agent for the account of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding any other provision of this Section 2.13, no Indemnified Party shall demand compensation under this Section 2.13 if it shall not at the time be the general policy or practice of such Indemnified Party to demand such 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 Seller has previously paid such amounts to such Indemnified Party, such Indemnified Party shall promptly forward such refund to the Seller without interest.

Increased Capital. If any Indemnified Party determines that either (a) the introduction of or any change in or in the interpretation of any law or regulation after the date hereof or the (b) compliance by any Affected Person with any guideline or request issued or made after the date hereof by or otherwise emanating from any central bank or other Governmental Authority governmental authority after the date 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 Indemnified Party or any corporation controlling such Indemnified Party and Affected Person determines that the amount of such capital is increased by or based upon (x) the existence of such Indemnified Party’s commitmentthe Investors' agreement, if anyin their discretion, to purchase any Receivable Interest (make or interest therein)maintain Purchases hereunder and other similar agreements or facilities, or (y) the existence of any agreement by Affected Persons to make purchases of or otherwise maintain such Receivable Interest (an investment in Eligible Assets or interest therein) hereunderinterests therein related to this Agreement or to the funding thereof and any other commitments of the same type, then, within five Business Days fifteen 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 Indemnified Party (or by the Agent for the account of such Indemnified Party) Affected Person (with a copy of such demand and certificate to the Agent) ), the Seller shall immediately pay to such Affected Person (as a third party beneficiary, in the Agent for the account case of such Indemnified Party an Affected Person which is not also an Owner hereunder) from time to time, as specified by such Indemnified PartyAffected Person, additional amounts sufficient to compensate such Indemnified Party or such corporation Affected Person in the light of such circumstances, to the extent that such Indemnified Party Affected Person reasonably determines such increase in capital to be allocable to the existence of any such commitment. Each Indemnified Party hereto agrees to use reasonable efforts promptly to notify the Seller Investors' agreements described in clause (x) above or the commitments of any event referred to certain other Affected Persons described 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 shall have requested compensation therefor; provided, further, that if the change in law or regulation or in the interpretation or administration thereof that shall give rise to any such change shall be retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereofclause (y) above. A certificate in reasonable detail as to the basis for, and the amount of, such compensation amounts submitted to the Seller and the Agent by such Indemnified Party (or by Affected Person, setting forth the Agent for the account of such Indemnified Party) calculation thereof, shall be conclusive and binding for all purposes, purposes absent manifest error. Notwithstanding Each Affected Person agrees, but without limitation to its rights hereunder, that promptly after becoming aware of any other provision event or circumstance described in clause (a) or (b) of the first sentence of this Section 2.132.12 that is likely to give rise to a payment liability on the part of the Seller under this Section 2.12, no Indemnified Party shall demand such Affected Person will notify the Seller of such event or circumstance. Each Affected Person that determines to seek compensation under this Section 2.13 if it 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 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 Section 2.12, the Seller shall not at the time be the general policy or practice of such Indemnified Party required to demand such compensation in similar circumstances compensate any Affected Person for amounts claimed 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, this Section 2.12 to the extent that those amounts were incurred more than three months prior to the date that such Affected Person (or the Agent on its behalf) notifies the Seller has previously paid such amounts to such Indemnified Party, such Indemnified Party shall promptly forward such refund to the Seller without interestthereof. SECTION 2.13.

Increased Capital. (a) If any Indemnified Party determines that either the introduction of or any change in or in the interpretation Interpretation of any law law, regulation or regulation after the date hereof accounting principle or the compliance with imposition of any guideline or request issued or made after the date hereof from any central bank or other Governmental Authority (whether or not having Authority, in each case, after the force of law) date hereof, affects or would affect the amount of capital required or expected to be maintained by any Affected Party, and such Indemnified Affected Party or any corporation controlling such Indemnified Party and determines that the amount of such capital is increased by or based upon as a result of (i) the existence of such Indemnified Party’s commitment, if any, the Purchaser's agreement to purchase make or maintain an investment in the Note or any Receivable Interest 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), therein or to maintain fund any such Receivable Interest (or interest therein) hereunderinvestment and any other commitments of the same type, then, within five Business Days following demand and delivery such Affected Party shall promptly submit to the Seller of Depositor, the Servicer and the Note Agent a certificate referred to in setting forth the third-to-last sentence of this Section 2.13 by such Indemnified Party (or by the Agent for the account of such 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 Indemnified Party, additional amounts sufficient required to compensate such Indemnified Affected Party or such corporation in the light of such circumstances. In determining such amount, such 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 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 Additional Amounts for (i) the first full Accrual Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (ii) to the extent that such Indemnified Party reasonably determines such increase remaining outstanding, each Accrual Period thereafter until paid in capital to full, and shall be allocable ..paid to the existence 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 such commitment. Each Indemnified Payment Date (as contemplated in Section 8.01(b)), pay to each Affected Party hereto agrees any amount due pursuant to use reasonable efforts promptly to notify the Seller of any event referred to in the first sentence of this Section 2.13Section, 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 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 entitled to compensation under this Section 2.13 for any change in capital requirements incurred more than 90 days prior to the date allocated among such Affected Parties on which it shall have requested compensation therefor; provided, further, that if the change in law or regulation or in the interpretation or administration thereof that shall give rise to any such change shall be retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof. A certificate in reasonable detail as to the a pro rata basis for, and (determined by the amount of, such compensation submitted owed to each). Failure on the Seller and the Agent by such Indemnified Party (or by the Agent for the account part of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding any other provision of this Section 2.13, no Indemnified Party shall demand compensation under this Section 2.13 if it shall not at the time be the general policy or practice of such Indemnified Affected Party to demand compensation for any amount pursuant to this Section 2.08 for any period shall not constitute a waiver of such Affected Party's right to demand compensation in similar circumstances under comparable provisions for such period. For the avoidance of other receivables purchase agreements or credit agreementsdoubt, if anythe issuance of FASB Interpretation No. If 46, or any Indemnified Party shall receive as other change in accounting standards or the issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a refund portion of the assets and liabilities of Company or Seller with the assets and liabilities of the Agent, any moneys from Financial Institution or any source that it has listed on the certificate provided pursuant to the second preceding sentence, to the extent that the Seller has previously paid such amounts to such Indemnified Partyother Funding Source, such Indemnified Party event shall promptly forward constitute a circumstance on which such refund to the Seller without interestFunding Source may base a claim for reimbursement under this Section.

Increased Capital. If any Indemnified Party determines that due to either the introduction of or any change in or in the interpretation of any law or regulation after the date hereof New Closing Date or the compliance with any guideline or request issued or made after the date hereof New Closing Date from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Indemnified Party or any corporation controlling such Indemnified Party and that the amount of such capital is increased by or based upon the existence of such Indemnified Party’s 's commitment, if any, to purchase any Receivable Interest (or any interest therein), or to maintain such Receivable Interest (or interest therein) interest, hereunder, or, in the case of any Indemnified Party which is a Participant, under any agreement entered into by such Participant with respect to this Agreement, then, within five Business Days following upon demand and delivery to the Seller of the certificate referred to in the third-to-last sentence of this Section 2.13 SECTION 2.11 by such Indemnified Party (or by the Administrative Agent for the account of such 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 Indemnified Party, additional amounts sufficient to compensate such Indemnified Party or such corporation in the light of such circumstances, to the extent that such Indemnified Party reasonably determines such increase in capital to be allocable to the existence of any such commitmentcommitment (except any such increase in capital incurred more than, or compensation attributable to the 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 Indemnified Party hereto agrees to use reasonable efforts promptly to notify the Seller of any event referred to in the first sentence of this Section 2.13SECTION 2.11, provided 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 shall have requested compensation therefor; provided, further, that if the change in law or regulation or in the interpretation or administration thereof that shall give rise to any such change shall be retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereofSECTION 2.11. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Administrative Agent by such Indemnified Party (or by the Administrative Agent for the account of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding any other provision of this Section 2.13, no Indemnified Party shall demand compensation under this Section 2.13 if it shall not at the time be the general policy or practice of such Indemnified Party to demand such 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 Seller has previously paid such amounts to such Indemnified Party, such Indemnified Party shall promptly forward such refund to the Seller without interest.

Increased Capital. If any Indemnified Party determines that either the introduction of or any change in or in the interpretation of any law or regulation after the date hereof or the compliance with any guideline or request issued or made after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), including (x) 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 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 Indemnified Party or any corporation controlling such Indemnified Party and that the amount of such capital is increased by or based upon the existence of such Indemnified Party’s commitmentcommitment to make and maintain Advances or portions thereof or interests therein hereunder or, if anyin the case of any Indemnified Party which is a Participant, under any agreement entered into by such Participant with respect to purchase any Receivable Interest (or interest therein), or to maintain such Receivable Interest (or interest therein) hereunderthis Agreement, then, within five Business Days following ten days after demand and delivery to the Seller Borrower of the certificate referred to in the third-to-last sentence of this Section 2.13 2.14, by such Indemnified Party (or by the Agent Group Managing Agent, if any, of, and for the account of of, such Indemnified Party) (with a copy of such demand and certificate to ), the Agent) the Seller Borrower shall pay to the Agent for the account of such Indemnified Party from time to time, as specified by such Indemnified Party, additional amounts sufficient to compensate such Indemnified Party or such corporation in the light of such circumstances, to the extent that such Indemnified Party reasonably determines such increase in capital to be allocable to the existence of any such commitment. Each Indemnified Party hereto agrees to use its reasonable efforts promptly to notify the Seller Borrower of any event referred to in the first sentence of this Section 2.132.14, 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 shall have requested compensation therefor; provided, further, that if the change in law or regulation or in the interpretation or administration thereof that shall give rise to any such change shall be retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof2.14. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Agent Borrower by such Indemnified Party (or by the Group Managing Agent of and for the account of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding any other provision of this Section 2.13, no Indemnified Party shall demand compensation under this Section 2.13 if it shall not at the time be the general policy or practice of such Indemnified Party to demand such 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 Seller has previously paid such amounts to such Indemnified Party, such Indemnified Party shall promptly forward such refund to the Seller without interest.

Increased Capital. If any Indemnified Party determines that either the introduction of or any change in or in the interpretation of any law or regulation after the date hereof or the compliance with any guideline or request issued or made after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Indemnified Party or any corporation controlling such Indemnified Party 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 Receivable Interest (or any interest therein), or to maintain such Receivable Interest (or interest therein) hereunder, then, within five Business Days following upon demand and delivery to the Seller of the certificate referred to in the third-to-last sentence of this Section 2.13 by such Indemnified Party (or by the Agent for the account of such 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 36 Indemnified Party, additional amounts sufficient to compensate such Indemnified Party or such corporation in the light of such circumstances, to the extent that such Indemnified Party reasonably determines such increase in capital to be allocable to the existence of any such commitment. Each Indemnified Party hereto agrees to use reasonable efforts promptly to notify the 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 shall have requested compensation therefor; provided, further, that if the change in law or regulation or in the interpretation or administration thereof that shall give rise to any such change shall be retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Agent by such Indemnified Party (or by the Agent for the account of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding any other provision of this Section 2.13, no Indemnified Party shall demand compensation under this Section 2.13 if it shall not at the time be the general policy or practice of such Indemnified Party to demand such 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 Seller has previously paid such amounts to such Indemnified Party, such Indemnified Party shall promptly forward such refund to the Seller without interest.

Increased Capital. If any Indemnified Party determines that either the introduction of or any change in or in the interpretation of any law or regulation after the date hereof or the compliance with any guideline or request issued or made after the date hereof from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Indemnified Party or any corporation controlling such Indemnified Party 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 Receivable Interest (or interest therein), or to maintain such Receivable Interest (or interest therein) hereunder, then, within 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 Indemnified Party (or by the Agent for the account of such 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 Indemnified Party, additional amounts sufficient to compensate such Indemnified Party or such corporation in the light of such circumstances, to the extent that such Indemnified Party reasonably determines such increase in capital to be allocable to the existence of any such commitment. Each Indemnified Party hereto agrees to use reasonable efforts promptly to notify the 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 shall have requested compensation therefor; provided, further, that if the change in law or regulation or in the interpretation or administration thereof that shall give rise to any such change shall be retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Agent by such Indemnified Party (or by the Agent for the account of such Indemnified Party) shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding any other provision of this Section 2.13, no Indemnified Party shall demand compensation under this Section 2.13 if it shall not at the time be the general policy or practice of such Indemnified Party to demand such 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 Seller has previously paid such amounts to such Indemnified Party, such Indemnified Party shall promptly forward such refund to the Seller without interest.

Increased Capital. If any Indemnified Party Purchaser determines that either the introduction of or any change in or in the interpretation of any law or regulation after the date hereof such Purchaser becomes a party hereto or the compliance with any guideline or request issued or made after the date hereof such Purchaser becomes a party hereto from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Indemnified Party Purchaser or any corporation controlling such Indemnified Party Purchaser and that the amount of such capital is increased by or based upon the existence of such Indemnified Party’s Purchasers commitment, if any, to purchase any Receivable Interest (or interest therein), or to maintain such Receivable Interest (or interest therein) hereunder, then, within 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 Indemnified Party Purchaser (or by the Agent for the account of such Indemnified PartyPurchaser) (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 Purchaser from time to time, as specified by such Indemnified PartyPurchaser, additional amounts sufficient to compensate such Indemnified Party Purchaser or such corporation in the light of such circumstances, to the extent that such Indemnified Party Purchaser reasonably determines such increase in capital to be allocable to the existence of any such commitment. Each Indemnified Party hereto Purchaser agrees to use reasonable efforts promptly to notify the 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 Purchaser under this Section 2.13; provided, however, that no Indemnified Party Purchaser 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 shall have requested compensation therefor; provided, further, that if the change in law or regulation or in the interpretation or administration thereof that shall give rise to any such change shall be retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof. A certificate in reasonable detail as to the basis for, and the amount of, such compensation submitted to the Seller and the Agent by such Indemnified Party Purchaser (or by the Agent for the account of such Indemnified PartyPurchaser) shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding any other provision of this Section 2.13, no Indemnified Party Purchaser shall demand compensation under this Section 2.13 if it shall not at the time be the general policy or practice of such Indemnified Party Purchaser to demand such compensation in similar circumstances under comparable provisions of other receivables purchase agreements or credit agreements, if any. If any Indemnified Party Purchaser 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 Seller has previously paid such amounts to such Indemnified PartyPurchaser, such Indemnified Party Purchaser shall promptly forward such refund to the Seller without interest.