Common use of Increased Capital Clause in Contracts

Increased Capital. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company (if any) to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity,) and (ii) the amount of such capital or liquidity is increased by or based upon (A) the making or maintenance by any Lender of its Loans, including any Alternative Currency Loans, any Lender’s participation in or obligation to participate in the Loans, including the Alternative Currency Loans, Letters of Credit or other advances made hereunder or the existence of any Lender’s obligation to make Loans or Alternative Currency Loans, or (B) the issuance or maintenance by any Lender of, or the existence of any Lender’s obligation to issue, Letters of Credit, then, in any such case, upon written demand by such Lender (with a copy of such demand to the Administrative Agent) from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. The Borrower shall not be required to pay such additional amounts unless such amounts are the result of requirements imposed generally on lenders similar to such Lender or the Issuing Bank and not the result of some specific reserve or similar requirement imposed on such Lender or the Issuing Bank as a result of such Lender’s or the Issuing Bank’s special circumstances. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrower or any Qualified Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. If either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the Issuing Bank determines that any Change in Law regarding capital force of law and whether or liquidity ratios not the failure to comply therewith would be unlawful) made or requirements has issued after the Closing Date affects or would have affect the effect amount of reducing the rate of return on such capital required or expected to be maintained by Agent, Swingline Lender’s , Issuing Lender or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company (if any) to a level below that which such Lender or the any corporation controlling Agent, Swingline Lender, Issuing Bank Lender or such Lender’s , and Agent, Swingline Lender, Issuing Lender or the Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity,) and (ii) Lender determines that the amount of such capital or liquidity is increased by or based upon (A) the making or maintenance by any Lender of its Loans, including any Alternative Currency Loans, any Lender’s participation in or obligation to participate in the Loans, including the Alternative Currency Loans, Letters of Credit or other advances made hereunder or the existence of any the obligations of Agent, Swingline Lender’s obligation to make Loans , Issuing Lender or Alternative Currency Loans, or (B) the issuance or maintenance by any Lender of, or the existence of any such Lender’s obligation to issue, Letters of Credit, then, in any such case, upon written demand by Agent, Swingline Lender, Issuing Lender or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing Lender (with a copy of or such demand to the Administrative Agent) Lender, from time to time the Borrower will pay to such as specified by Agent, Swingline Lender, Issuing Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. The Borrower shall not be required to pay such , additional amounts unless sufficient to compensate Agent, Swingline Lender, Issuing Lender or such Lender in light of such circumstances, to the extent that Agent, Swingline Lender, Issuing Lender or such Lender reasonably determines such increase in capital to be allocable to the existence of the obligations of Agent, Swingline Lender, Issuing Lender or such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts are the result of requirements imposed generally on lenders other borrowers in similar circumstances. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or the Issuing Bank and not the result of some specific reserve or similar requirement imposed on such Lender or shall, in the Issuing Bank as a result absence of such Lender’s or the Issuing Bank’s special circumstances. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall manifest error, be conclusive and binding for all purposes, absent manifest error. The Borrower or any Qualified Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company (if any) to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity,) ), and (ii) the amount of such capital or liquidity is increased by or based upon (A) the making or maintenance by any Lender of its Loans, including any Alternative Currency Loans, any Lender’s participation in or obligation to participate in the Loans, including the Alternative Currency Loans, Letters of Credit or other advances made hereunder or the existence of any Lender’s obligation to make Loans or Alternative Currency Loans, or (B) the issuance or maintenance by any Lender of, or the existence of any Lender’s obligation to issue, Letters of Credit, then, in any such case, upon written demand by such Lender (with a copy of such demand to the Administrative Agent) from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. The Borrower shall not be required to pay such additional amounts unless such amounts are the result of requirements imposed generally on lenders similar to such Lender or the Issuing Bank and not the result of some specific reserve or similar requirement imposed on such Lender or the Issuing Bank as a result of such Lender’s or the Issuing Bank’s special circumstances. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrower or any Qualified Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company (if any) to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity,) ), and (ii) the amount of such capital or liquidity is increased by or based upon (A) the making or maintenance by any Lender of its Loans, including any Alternative Currency Loans, any Lender’s participation in or obligation to participate in the Loans, including the Alternative Currency Loans, Letters of Credit or other advances made hereunder or the existence of any Lender’s obligation to make Loans or Alternative Currency Loans, or (B) the issuance or maintenance by any Lender of, or the existence of any Lender’s obligation to issue, Letters of Credit, then, in any such case, upon written demand by such Lender (with a copy of such demand to the Administrative Agent) from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. The Borrower shall not be required to pay such additional amounts unless such amounts are the result of requirements imposed generally on lenders similar to such Lender or the Issuing Bank and not the result of some specific reserve or similar requirement imposed on such Lender or the Issuing Bank as a result of such Lender’s or the Issuing Bank’s special circumstances. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrower or any Qualified Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. (a) If either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the Issuing Bank determines that any Change in Law regarding capital force of law and whether or liquidity ratios not the failure to comply therewith would be unlawful) made or requirements has issued after the Closing Date affects or would have affect the effect amount of reducing the rate of return on such capital required or expected to be maintained by Agent, Swingline Lender’s , Issuing Lender or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company (if any) to a level below that which such Lender or the any corporation controlling Agent, Swingline Lender, Issuing Bank Lender or such Lender’s , and Agent, Swingline Lender, Issuing Lender or the Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity,) and (ii) Lender determines that the amount of such capital or liquidity is increased by or based upon (A) the making or maintenance by any Lender of its Loans, including any Alternative Currency Loans, any Lender’s participation in or obligation to participate in the Loans, including the Alternative Currency Loans, Letters of Credit or other advances made hereunder or the existence of any the obligations of Agent, Swingline Lender’s obligation to make Loans , Issuing Lender or Alternative Currency Loans, or (B) the issuance or maintenance by any Lender of, or the existence of any such Lender’s obligation to issue, Letters of Credit, then, in any such case, upon written demand by Agent, Swingline Lender, Issuing Lender or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing Lender (with a copy of or such demand to the Administrative Agent) Lender, from time to time the Borrower will pay to such as specified by Agent, Swingline Lender, Issuing Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. The Borrower shall not be required to pay such , additional amounts unless sufficient to compensate Agent, Swingline Lender, Issuing Lender or such Lender in light of such circumstances, to the extent that Agent, Swingline Lender, Issuing Lender or such Lender reasonably determines such increase in capital to be allocable to the existence of the obligations of Agent, Swingline Lender, Issuing Lender or such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts are the result of requirements imposed generally on lenders other borrowers in similar circumstances. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or the Issuing Bank and not the result of some specific reserve or similar requirement imposed on such Lender or shall, in the Issuing Bank as a result absence of such Lender’s or the Issuing Bank’s special circumstances. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall manifest error, be conclusive and binding for all purposes, absent manifest error. The Borrower or any Qualified Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. If (i) any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company (if any) to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity,) and (ii) the amount of such capital or liquidity is increased by or based upon (A) the making or maintenance by any Lender of its Loans, including any Alternative Currency Loans, any Lender’s participation in or obligation to participate in the Loans, including the Alternative Currency Loans, Letters of Credit or other advances made hereunder or the existence of any Lender’s obligation to make Loans or Alternative Currency Loans, or (B) the issuance or maintenance by any Lender of, or the existence of any Lender’s obligation to issue, Letters of Credit, then, in any such case, upon written demand by such Lender (with a copy of such demand to the Administrative Agent) from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. The Borrower shall not be required to pay such additional amounts unless such amounts are the result of requirements imposed generally on lenders similar to such Lender or the Issuing Bank and not the result of some specific reserve or similar requirement imposed on such Lender or the Issuing Bank as a result of such Lender’s or the Issuing Bank’s special circumstances. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrower or any Qualified Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. If after the Closing Date any Lender or the Issuing Bank determines that (i) the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law) (any such event, a “Change in Law regarding capital or liquidity ratios or requirements has Law”), compliance with which affects or would have affect the effect amount of reducing the rate of return on such Lender’s capital required or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company (if any) expected to a level below that which be maintained by such Lender or the Issuing Bank or any corporation controlling such Lender’s Lender or the Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity,) Bank and (ii) the amount of such capital or liquidity is increased by or based upon (A) the making or maintenance by any Lender of its Loans, including any Alternative Currency Loans, any Lender’s 's participation in or obligation to participate in the Loans, including the Alternative Currency Loans, Letters of Credit or other advances made hereunder or the existence of any Lender’s 's obligation to make Loans or Alternative Currency Loans, or (B) the issuance or maintenance by any Lender Issuing Bank of, or the existence of any Lender’s such Issuing Bank's obligation to issueIssue, Letters of Credit, then, in any such case, upon written demand by (x) such Domestic Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Domestic Borrowers, or (y) such Multicurrency Lender or such Issuing Bank (with a copy of such demand to the Administrative Agent), the Multicurrency Borrowers jointly and severally agree immediately to pay to the Administrative Agent for the account of such Lender or such Issuing Bank, from time to time the Borrower will pay to as specified by such Lender or the such Issuing Bank, as the case may be, such additional amount or amounts as will sufficient to compensate such Lender or the such Issuing Bank or such Lender’s or corporation therefor; provided that the Issuing Bank’s holding company for any such reduction suffered. The Borrower Borrowers shall not be required to pay compensate any Lender or any Issuing Bank pursuant to this Section 3.05 for any increased capital costs incurred more than 180 days prior to the date such additional amounts unless such amounts are Issuing Bank or Lender notifies the result applicable Borrower of requirements imposed generally on lenders similar the event giving rise to such Lender or the Issuing Bank increased capital cost and not the result of some specific reserve or similar requirement imposed on such Lender or the Issuing Bank as a result of such Lender’s 's or the Issuing Bank’s special circumstances's intention to claim compensation therefor; provided further, however, that such 180-day limitation shall not apply to any cost that is applicable retroactively so long as the applicable Lender notifies the Borrowers of such cost within 180 days of a responsible officer of such Lender receiving actual knowledge thereof. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demanddemand with detailed calculations. Such statement shall be conclusive and binding for all purposes, absent in the absence of manifest error. The Borrower Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any Qualified Borrower shall pay such Lender successor or similar authority) or the Issuing BankUnited States or foreign regulatory authorities, as the in each case may be, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section Basel III, shall not in each case be deemed to be constitute a waiver “Change in Law”, regardless of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender enacted, adopted or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 daysissued.

Increased Capital. (a) If any Lender or the Issuing Bank determines that compliance by such Lender with any Change in Law regarding capital guideline or liquidity ratios request from any central bank or requirements has other Public Authority (whether or not having the force of law) affects or would have affect the effect amount of reducing the rate of return on capital required or expected to be maintained by such Lender’s , or the Issuing Bank’s capital or on the capital of any corporation controlling such Lender’s or the Issuing Bank’s holding company (if any) to a level below that which , and such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity,) and (ii) reasonably determines that the amount of such capital or liquidity is increased by or based upon (A) the its Commitment or its making or maintenance by any Lender of maintaining Loans hereunder, or its Loans, including any Alternative Currency Loans, any Lender’s participation in or obligation commitment to participate (as provided for in Section 2.5(f)) in any credit support or enhancement provided through the Agent in connection with the issuance of any Letter of Credit or creation of any Acceptance, or to otherwise extend credit to the Borrowers hereunder, and other commitments of this type, then, upon demand by such Lender, the Borrowers agree to immediately pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the Loanslight of such circumstances, including to the Alternative Currency Loans, extent that such Lender reasonably determines such increase in capital to be allocable to such Lender's Commitment or its commitment to participate (as provided for in Section 2.5(f)) in any credit support or enhancement provided through the Agent in connection with Letters of Credit or other advances made hereunder or the existence of any Lender’s obligation to make Loans or Alternative Currency Loans, or (B) the issuance or maintenance by any Lender of, or the existence of any Lender’s obligation to issue, Letters of Credit, then, in any such case, upon written demand by such Lender (with a copy of such demand to the Administrative Agent) from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction sufferedAcceptances. The Borrower shall not be required to pay such additional amounts unless such amounts are the result of requirements imposed generally on lenders similar to such Lender or the Issuing Bank and not the result of some specific reserve or similar requirement imposed on such Lender or the Issuing Bank as a result of such Lender’s or the Issuing Bank’s special circumstances. Such demand shall be accompanied by a statement A certificate as to the amount of such compensation increased cost, submitted to the Borrowers and include a brief summary of the basis for such demand. Such statement shall Agent by the applicable Lender shall, absent manifest error, be conclusive and binding on the Borrowers for all purposes. (b) In the event that the sum of the amounts paid by the Borrowers to any Lender pursuant to Section 4.8(a) shall exceed $1,000,000, absent manifest error. The Borrower or any Qualified Borrower shall pay such Lender or shall, at the Issuing Bankrequest of the Borrowers, as the case may beassign its Commitment, the amount shown as due on any such statement within 10 days after receipt thereofLoans owing to it and its rights and obligations with respect to Letters of Credit and Acceptances, in accordance with the terms of Section 12.3, to a commercial bank or other financial institution identified by the Borrowers and acceptable to the Agent. Failure or delay on the part of any No Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank make any assignment pursuant to this the immediately preceding sentence unless (1) such assignment shall become effective within one hundred twenty (120) days following the date on which the sum of the amounts paid by the Borrowers to such Lender pursuant to Section for any reductions incurred more than 180 4.8(a) shall have exceeded $1,000,000, and (2) the Borrowers shall have given the Agent and the Lenders written notification of such proposed assignment at least ninety (90) days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 daysthereto.

Increased Capital. If the introduction of or any Lender change in or in the Interpretation of any law or regulation or the Issuing Bank 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 any Change in Law regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company (if any) to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity,) and (ii) the amount of such capital or liquidity is increased by or based upon as a result of (Ai) the making existence of the Class A Note Purchaser’s agreement to make or maintenance by any Lender of its Loans, including any Alternative Currency Loans, any Lender’s participation in or obligation to participate maintain an investment in the LoansClass A Note or any interest therein and other similar agreements or facilities, including the Alternative Currency Loans, Letters of Credit or other advances made hereunder or (ii) the existence of any Lender’s obligation agreement by Affected Persons to make Loans or Alternative Currency Loansmaintain an investment in the Class A Note or any interest therein or to fund any such investment and any other commitments of the same type, or such Affected Person shall promptly submit to the Issuer, the Servicer and, if such Person is not the Purchaser’s Agent, the 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 (B) the issuance or maintenance by any Lender of, or the existence of any Lender’s obligation to issue, Letters of Credit, thenwhich certificate shall, in any the absence of manifest error, be prima facie evidence as to such caseamount) shall be included in the Class 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, upon written demand by for such Lender (with a copy of such demand last Interest Accrual Period), and to the Administrative extent remaining outstanding, each Accrual Period thereafter until paid in full. The Purchaser’s Agent) from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or out of amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company received by it in respect of Class A Increased Costs for Affected Persons for any such reduction suffered. The Borrower shall not be required to pay such additional amounts unless such amounts are the result of requirements imposed generally on lenders similar to such Lender or the Issuing Bank and not the result of some specific reserve or similar requirement imposed on such Lender or the Issuing Bank as a result of such Lender’s or the Issuing Bank’s special circumstances. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposesInterest Accrual Period, absent manifest error. The Borrower or any Qualified Borrower shall pay such Lender or increased costs to such Affected Persons; provided, however, that if the Issuing Bankamount so distributable in respect of the Class A Increased Costs is less than the aggregate amount payable to all such Affected Persons pursuant to Sections 2.08, as the case may be2.09 and 2.10 hereof, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above resulting shortfall shall be extended allocated among such Affected Persons on a pro rata basis (determined by the amount owed to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 dayseach).

Increased Capital. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company (if any) to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity,) and (ii) the amount of such capital or liquidity is increased by or based upon (A) the making or maintenance by any Lender of its Loans, including any Alternative Currency Loans, any Lender’s participation in or obligation to participate in the Loans, including the Alternative Currency Loans, Letters of Credit or other advances made hereunder or the existence of any Lender’s obligation to make Loans or Alternative Currency Loans, or (B) the issuance or maintenance by any Lender of, or the existence of any Lender’s obligation to issue, Letters of Credit, then, in any such case, upon written demand by such Lender (with a copy of such demand to the Administrative Agent) from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. The Borrower shall not be required to pay such additional amounts unless such amounts are the result of requirements imposed generally on lenders similar to such Lender or the Issuing Bank and not the result of some specific reserve or similar requirement imposed on such Lender or the Issuing Bank as a result of such Lender’s or the Issuing Bank’s special circumstances. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrower or any Qualified Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company (if any) to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity,) ), and (ii) the amount of such capital or liquidity is increased by or based upon (A) the making or maintenance by any Lender of its Loans, including any Alternative Currency Loans, any Lender’s participation in or obligation to participate in the Loans, including the Alternative Currency Loans, Letters of Credit or other advances made hereunder or the existence of any Lender’s obligation to make Loans or Alternative Currency Loans, or (B) the issuance or maintenance by any Lender of, or the existence of any Lender’s obligation to issue, Letters of Credit, then, in any such case, upon written demand by such Lender (with a copy of such demand to the Administrative Agent) from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. The Borrower shall not be required to pay such additional amounts unless such amounts are the result of requirements imposed generally on lenders similar to such Lender or the Issuing Bank and not the result of some specific reserve or similar requirement imposed on such Lender or the Issuing Bank as a result of such Lender’s or the Issuing Bank’s special circumstances. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error. The Borrower or any Qualified Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. If after the date hereof any Lender or the Issuing Bank determines that (i) the adoption or implementation of or any Change change in Law regarding capital or liquidity ratios in the interpretation or requirements has administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would have affect the effect amount of reducing the rate of return on such Lender’s capital required or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company (if any) expected to a level below that which be maintained by such Lender or the Issuing Bank or any corporation controlling such Lender’s Lender or the Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity,) Bank and (ii) the amount of such capital or liquidity is increased by or based upon (A) the making or maintenance by any Lender of its Loans, including any Alternative Currency Loans, any Lender’s participation in or obligation to participate in the Loans, including the Alternative Currency Loans, Letters of Credit or other advances made hereunder or the existence of any Lender’s obligation to make Loans or Alternative Currency Loans, or (B) the issuance or maintenance by any Lender the Issuing Bank of, or the existence of any Lenderthe Issuing Bank’s obligation to issueIssue, Letters of Credit, then, in any such case, upon written demand by (x) such Domestic Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Domestic Borrowers, or (y) the Multicurrency Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Multicurrency Borrowers jointly and severally agree immediately to pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time the Borrower will pay to as specified by such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will sufficient to compensate such Lender or the Issuing Bank or such Lender’s or corporation therefor; provided that the Issuing Bank’s holding company for any such reduction suffered. The Borrower Borrowers shall not be required to pay compensate any Lender or Issuing Bank pursuant to this Section 3.05 for any increased capital costs incurred more than 180 days prior to the date such additional amounts unless such amounts are Issuing Bank or Lender notifies the result applicable Borrower of requirements imposed generally on lenders similar the event giving rise to such Lender or the Issuing Bank increased capital cost and not the result of some specific reserve or similar requirement imposed on such Lender or the Issuing Bank as a result of such Lender’s or the Issuing Bank’s special circumstancesintention to claim compensation therefor; provided further, however, that such 180-day limitation shall not apply to any cost that is applicable retroactively so long as the applicable Lender notifies the Borrowers of such cost within 180 days of a responsible officer of such Lender receiving actual knowledge thereof. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demanddemand with detailed calculations. Such statement shall be conclusive and binding for all purposes, absent in the absence of manifest error. The Borrower or any Qualified Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. If after the date hereof any Lender or the Issuing Bank determines that (i) the adoption or implementation of or any Change change in Law regarding capital or liquidity ratios in the interpretation or requirements has administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would have affect the effect amount of reducing the rate of return on such Lender’s capital required or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company (if any) expected to a level below that which be maintained by such Lender or the Issuing Bank or any corporation controlling such Lender’s Lender or the Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity,) Bank and (ii) the amount of such capital or liquidity is increased by or based upon (A) the making or maintenance by any Lender of its Loans, including any Alternative Currency Loans, any Lender’s 's participation in or obligation to participate in the Loans, including the Alternative Currency Loans, Letters of Credit or other advances made hereunder or the existence of any Lender’s 's obligation to make Loans or Alternative Currency Loans, or (B) the issuance or maintenance by any Lender the Issuing Bank of, or the existence of any Lender’s the Issuing Bank's obligation to issueIssue, Letters of Credit, then, in any such case, upon written demand by (x) such Domestic Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Domestic Borrowers, or (y) such Multicurrency Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Multicurrency Borrowers jointly and severally agree immediately to pay to the Administrative Agent for the account of such Lender or Issuing Bank, from time to time the Borrower will pay to as specified by such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will sufficient to compensate such Lender or the Issuing Bank or such Lender’s or corporation therefor; provided that the Issuing Bank’s holding company for any such reduction suffered. The Borrower Borrowers shall not be required to pay compensate any Lender or Issuing Bank pursuant to this SECTION 3.05 for any increased capital costs incurred more than 180 days prior to the date such additional amounts unless such amounts are Issuing Bank or Lender notifies the result applicable Borrower of requirements imposed generally on lenders similar the event giving rise to such Lender or the Issuing Bank increased capital cost and not the result of some specific reserve or similar requirement imposed on such Lender or the Issuing Bank as a result of such Lender’s 's or the Issuing Bank’s special circumstances's intention to claim compensation therefor; provided further, however, that such 180-day limitation shall not apply to any cost that is applicable retroactively so long as the applicable Lender notifies the Borrowers of such cost within 180 days of a responsible officer of such Lender receiving actual knowledge thereof. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demanddemand with detailed calculations. Such statement shall be conclusive and binding for all purposes, absent in the absence of manifest error. The Borrower or any Qualified Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. If either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) compliance by Administrative Agent or any Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the Issuing Bank determines that any Change in Law regarding capital force of law and whether or liquidity ratios not the failure to comply therewith would be unlawful) made or requirements has issued after the Closing Date affects or would have affect the effect amount of reducing the rate of return on such Lender’s capital required or the Issuing Bank’s capital expected to be maintained by Administrative Agent or on the capital of such Lender’s or the Issuing Bank’s holding company (if any) to a level below that which such Lender or the Issuing Bank any corporation controlling Administrative Agent or such Lender’s , and Administrative Agent or the Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity,) and (ii) Lender determines that the amount of such capital or liquidity is increased by or based upon (A) the making or maintenance by any Lender of its Loans, including any Alternative Currency Loans, any Lender’s participation in or obligation to participate in the Loans, including the Alternative Currency Loans, Letters of Credit or other advances made hereunder or the existence of any Administrative Agent's obligations hereunder or such Lender’s obligation to make Loans or Alternative Currency Loans, or (B) the issuance or maintenance by any Lender of, or the existence of any Lender’s obligation to issue, Letters of Credit's Commitment, then, in any such case, upon written demand by Administrative Agent or such Lender (with a copy of Lender, Borrower shall immediately pay to Administrative Agent or such demand to the Administrative Agent) Lender, from time to time the Borrower will pay as specified by Administrative Agent or such Lender, additional amounts sufficient to compensate Administrative Agent or such Lender in the light of such circumstances, to the extent that Administrative Agent or such Lender determines such increase in capital to be allocable to the Issuing Bankexistence of Administrative Agent's obligations hereunder or such Lender's Commitment; provided, however, that (i) neither Administrative Agent nor any Lender may claim under this Section 2.7 any such additional amount attributable to any period preceding the date that is ninety (90) days prior to the date of its demand, and (ii) before making any such demand, Administrative Agent, and each Lender, agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office as its lending office for purposes of the Loans and its Commitment, if the making of such a designation (1) would avoid the need for, or reduce the amount of, such demand and (2) would not, in the reasonable judgment of Administrative Agent or such Lender, as the case may be, be otherwise disadvantageous to it; and provided further that neither Administrative Agent nor any Lender may claim under this Section 2.7 any such additional amount to the extent that it is not, at the time such claim is asserted, such Person's general practice to make claims for such amounts in similar circumstances, under comparable provisions of credit agreements, if any, with similarly situated borrowers. A certificate as to such amounts submitted to Borrower by Administrative Agent or amounts as will compensate such Lender or shall, in the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. The Borrower shall not be required to pay such additional amounts unless such amounts are the result absence of requirements imposed generally on lenders similar to such Lender or the Issuing Bank and not the result of some specific reserve or similar requirement imposed on such Lender or the Issuing Bank as a result of such Lender’s or the Issuing Bank’s special circumstances. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall manifest error, be conclusive and binding for all purposes, absent manifest error. The Borrower or any Qualified Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. If after the Closing Date any Lender or the Issuing Bank determines that (i) the adoption or implementation of or any Change change in Law regarding capital or liquidity ratios in the interpretation or requirements has administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, Issuing Bank or banks or financial institutions generally (whether or not having the force of law), compliance with which affects or would have affect the effect amount of reducing the rate of return on such Lender’s capital required or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company (if any) expected to a level below that which be maintained by such Lender or the Issuing Bank or any corporation controlling such Lender’s Lender or the Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity,) Bank and (ii) the amount of such capital or liquidity is increased by or based upon (A) the making or maintenance by any Lender of its Loans, including any Alternative Currency Loans, any Lender’s participation in or obligation to participate in the Loans, including the Alternative Currency Loans, Letters of Credit or other advances made hereunder or the existence of any Lender’s obligation to make Loans or Alternative Currency Loans, or (B) the issuance or maintenance by any Lender Issuing Bank of, or the existence of any Lendersuch Issuing Bank’s obligation to issueIssue, Letters of Credit, then, in any such case, upon written demand by (x) such Domestic Lender or Issuing Bank (with a copy of such demand to the Administrative Agent), the Domestic Borrowers, or (y) such Multicurrency Lender or such Issuing Bank (with a copy of such demand to the Administrative Agent), the Multicurrency Borrowers jointly and severally agree immediately to pay to the Administrative Agent for the account of such Lender or such Issuing Bank, from time to time the Borrower will pay to as specified by such Lender or the such Issuing Bank, as the case may be, such additional amount or amounts as will sufficient to compensate such Lender or the such Issuing Bank or such Lender’s or corporation therefor; provided that the Issuing Bank’s holding company for any such reduction suffered. The Borrower Borrowers shall not be required to pay compensate any Lender or any Issuing Bank pursuant to this Section 3.05 for any increased capital costs incurred more than 180 days prior to the date such additional amounts unless such amounts are Issuing Bank or Lender notifies the result applicable Borrower of requirements imposed generally on lenders similar the event giving rise to such Lender or the Issuing Bank increased capital cost and not the result of some specific reserve or similar requirement imposed on such Lender or the Issuing Bank as a result of such Lender’s or the Issuing Bank’s special circumstancesintention to claim compensation therefor; provided further, however, that such 180-day limitation shall not apply to any cost that is applicable retroactively so long as the applicable Lender notifies the Borrowers of such cost within 180 days of a responsible officer of such Lender receiving actual knowledge thereof. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demanddemand with detailed calculations. Such statement shall be conclusive and binding for all purposes, absent in the absence of manifest error. The Borrower or any Qualified Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.

Increased Capital. If the introduction of or any Lender change in or in the Interpretation of any law or regulation or the Issuing Bank 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 any Change in Law regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company (if any) to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity,) and (ii) the amount of such capital or liquidity is increased by or based upon as a result of (Ai) the making existence of the Subclass A-1 Note Purchaser’s agreement to make or maintenance by any Lender of its Loans, including any Alternative Currency Loans, any Lender’s participation in or obligation to participate maintain an investment in the LoansSubclass A-1 Note or any interest therein and other similar agreements or facilities, including the Alternative Currency Loans, Letters of Credit or other advances made hereunder or (ii) the existence of any Lender’s obligation agreement by Affected Persons to make Loans or Alternative Currency Loansmaintain an investment in the Subclass A-1 Note or any interest therein or to fund any such investment and any other commitments of the same type, or such Affected Person shall promptly submit to the Issuer, the Servicer and, if such Person is not the Purchaser’s Agent, the 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 (B) the issuance or maintenance by any Lender of, or the existence of any Lender’s obligation to issue, Letters of Credit, thenwhich certificate shall, in any the absence of manifest error, be prima facie evidence as to such caseamount) shall be included in the Subclass A-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, upon written demand by for such Lender (with a copy of such demand last Interest Accrual Period), and to the Administrative extent remaining outstanding, each Accrual Period thereafter until paid in full. The Purchaser’s Agent) from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or out of amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company received by it in respect of Subclass A-1 Increased Costs for Affected Persons for any such reduction suffered. The Borrower shall not be required to pay such additional amounts unless such amounts are the result of requirements imposed generally on lenders similar to such Lender or the Issuing Bank and not the result of some specific reserve or similar requirement imposed on such Lender or the Issuing Bank as a result of such Lender’s or the Issuing Bank’s special circumstances. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposesInterest Accrual Period, absent manifest error. The Borrower or any Qualified Borrower shall pay such Lender or increased costs to such Affected Persons; provided, however, that if the Issuing Bankamount so distributable in respect of the Subclass A-1 Increased Costs is less than the aggregate amount payable to all such Affected Persons pursuant to Sections 2.08, as the case may be2.09 and 2.10 hereof, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above resulting shortfall shall be extended allocated among such Affected Persons on a pro rata basis (determined by the amount owed to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 dayseach).

Increased Capital. If either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) compliance by Agent, Swingline Lender, Issuing Lender or any Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the Issuing Bank determines that any Change in Law regarding capital force of law and whether or liquidity ratios not the failure to comply therewith would be unlawful) made or requirements has issued after the Closing Date affects or would have affect the effect amount of reducing the rate of return on such capital required or expected to be maintained by Agent, Swingline Lender’s , Issuing Lender or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company (if any) to a level below that which such Lender or the any corporation controlling Agent, Swingline Lender, Issuing Bank Lender or such Lender’s , and Agent, Swingline Lender, Issuing Lender or the Issuing Bank’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity,) and (ii) Lender determines that the amount of such capital or liquidity is increased by or based upon (A) the making or maintenance by any Lender of its Loans, including any Alternative Currency Loans, any Lender’s participation in or obligation to participate in the Loans, including the Alternative Currency Loans, Letters of Credit or other advances made hereunder or the existence of any the obligations of Agent, Swingline Lender’s obligation to make Loans , Issuing Lender or Alternative Currency Loans, or (B) the issuance or maintenance by any Lender of, or the existence of any such Lender’s obligation to issue, Letters of Credit, then, in any such case, upon written demand by Agent, Swingline Lender, Issuing Lender or such Lender, Borrower shall immediately pay to Agent, Swingline Lender, Issuing Lender (with a copy of or such demand to the Administrative Agent) Lender, from time to time the Borrower will pay to such as specified by Agent, Swingline Lender, Issuing Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered. The Borrower shall not be required to pay such , additional amounts unless sufficient to compensate Agent, Swingline Lender, Issuing Lender or such Lender in the light of such circumstances, to the extent that Agent, Swingline Lender, Issuing Lender or such Lender reasonably determines such increase in capital to be allocable to the existence of the obligations of Agent, Swingline Lender, Issuing Lender or such Lender hereunder and to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such amounts are the result of requirements imposed generally on lenders other borrowers in similar circumstances. A certificate as to such amounts submitted to Borrower by Agent, Swingline Lender, Issuing Lender or the Issuing Bank and not the result of some specific reserve or similar requirement imposed on such Lender or shall, in the Issuing Bank as a result absence of such Lender’s or the Issuing Bank’s special circumstances. Such demand shall be accompanied by a statement as to the amount of such compensation and include a brief summary of the basis for such demand. Such statement shall manifest error, be conclusive and binding for all purposes, absent manifest error. The Borrower or any Qualified Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such statement within 10 days after receipt thereof. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.2 shall survive the termination of the Commitments and the repayment of the Obligations for a period of 180 days.