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 any interest therein, or to maintain such Receivable Interest or interest hereunder, then, upon demand and delivery to the Seller of the certificate referred to in the 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. 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.

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 interest, hereunder, then, upon demand and delivery to the Seller of the certificate referred to in the 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 2.132.11. 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.

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 thereinmake Capital Investments, or to maintain such Receivable Interest or interest Capital Investments hereunder, then, upon demand and delivery to the Seller of the certificate referred to in the 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. 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.

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), 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 any interest therein, or to maintain such Receivable Interest or interest hereunderthis Agreement, then, upon within ten days after demand and delivery to the Seller Borrower of the certificate referred to in the 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 2.132.14. 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.

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 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 any interest therein), or to maintain such Receivable Interest (or interest therein) hereunder, then, upon 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 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 Purchaser shall demand compensation under this Section 2.13 if it shall not at the time be the general policy or practice of such Purchaser to demand such compensation in similar circumstances under comparable provisions of other receivables purchase agreements or credit agreements, if any. If any 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 Purchaser, such Purchaser shall promptly forward such refund to the Seller without interest.

Increased Capital. If any Indemnified Party determines that either (i) the introduction of or any change in or in the interpretation by any governmental or regulatory authority or agency of any law or regulation after or (ii) compliance by any Purchaser, the date hereof Administrative Agent, any Conduit Lender or any parent company of the compliance foregoing (each an "Affected Party") 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 Affected Party or any corporation controlling such Indemnified Affected Party and reasonably determines that the amount of such capital is increased by or based upon the existence of such Indemnified Party’s commitment, if any, any Purchaser's agreement to purchase any Receivable Interest make or any interest therein, maintain or to maintain such Receivable Interest consider making or interest hereundermaintaining Purchases hereunder and other similar agreements or facilities, then, upon within thirty (30) days from the date such Affected Party or the Administrative Agent makes demand and delivery to therefor, the Seller of the certificate referred shall immediately pay to such Affected Party (as a third party beneficiary, in the last sentence case of this Section 2.13 by such Indemnified any Affected Party (other than a Purchaser or by the Administrative Agent) or the Administrative 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 Affected Party from time to time, as specified by such Indemnified PartyAffected Party or the Administrative Agent, 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 or the Administrative Agent on behalf of such Affected Party reasonably determines such increase in capital to be allocable to the existence any agreement 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 2.13a Purchaser hereunder. A certificate in reasonable detail certifi cate as to the basis for, existence and the amount of, amounts of such compensation increases shall be submitted to the Seller and the Agent by such Indemnified Affected Party (or by the Agent for Administrative Agent, shall, in the account absence of such Indemnified Party) shall manifest error, be conclusive and binding presumptively correct for all purposes. Any Affected Party that is entitled to compensation for increases in capital as described in this Section 11.4 shall use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to take such steps as would eliminate or reduce the amount of such compensation; provided, absent manifest errorthat no such steps shall be required to be taken if, in the reasonable judgment of such Affected party, such steps would be disadvantageous to such Affected 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 's commitment, if any, to purchase any Receivable Interest or any interest therein, or to maintain such Receivable Interest or interest interest, hereunder, then, upon demand and delivery to the Seller of the certificate referred to in the 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 2.132.11. 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.

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 hereunder, then, upon demand and delivery to the Seller of the certificate referred to in the 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 120 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 120-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.

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, upon within five Business Days following demand and delivery to the Seller of the certificate referred to in the 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. 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.

Increased Capital. (a) If any Indemnified Party determines that either (i) the introduction of or any change in or in the interpretation by any Governmental Authority of any law or regulation after the date hereof or the (ii) compliance by any Affected Party 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) after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Indemnified Affected Party or any corporation controlling such Indemnified Affected Party and reasonably determines that the amount of such capital is increased by or based upon the existence of such Indemnified Party’s commitment, if any, any Purchaser's agreement to purchase any Receivable Interest make or any interest therein, maintain Purchases hereunder and other similar agreements or to maintain such Receivable Interest or interest hereunderfacilities, then, upon demand and delivery to by such Affected Party or the Agent, the Seller shall immediately pay to such Affected Party (as a third party beneficiary, in the case of any Affected Party other than one of the certificate referred to in the last sentence of this Section 2.13 by such Indemnified Party (Purchasers) 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 Affected Party from time to time, as specified by such Indemnified PartyAffected Party or the Agent, 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 or the Agent on behalf of such Affected 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 2.13applicable Purchaser's agreements hereunder. A certificate describing in reasonable detail as to the basis for, for and the amount of, calculation of such compensation amounts submitted to the Seller and the Agent by such Indemnified Affected Party or the Agent, shall, in the absence of manifest error, be conclusive and binding for all purposes. (b) If any reduction in the Capital of any Purchaser occurs on any date other than a Payment Date or any Capital Purchase to be made on the date specified in the applicable Purchase Request is not made for any reason, the Seller shall, upon demand by the Agent, pay the Agent for the account of such Indemnified Party) Affected Party any Breakage Amounts in connection therewith. Such Affected Party shall submit to the Seller and the Agent a certificate as to such amounts, which certificate shall, in the absence of manifest error, be conclusive and binding for all purposes. (c) Prior to demand by any Affected Party of amounts owing under this SECTION 2.08, absent manifest errorsuch Affected Party agrees (in order to receive amounts due pursuant to this SECTION 2.08) that it will use its reasonable efforts to reduce or eliminate any claim for compensation pursuant to said SECTION 2.08 including, subject to applicable law, a change in its applicable lending office for this transaction; PROVIDED, HOWEVER, that nothing herein contained shall obligate any Affected Party to take any action which, in the reasonable opinion of such Affected Party, is unlawful, otherwise adverse to its interests or results in any unreimbursed cost or expense to such Affected Party, which cost or expense would not have been incurred but for such action. (d) Notwithstanding anything herein to the contrary, the Seller shall not be obligated to pay any amounts under SECTION 2.08(a), to the extent such amounts resulted from an increased cost or expense incurred or imposed more than 180 days prior to the date of the certificate in which such amounts were set forth; PROVIDED, THAT, for the purposes of the foregoing, any such increased cost or expense shall be deemed to have been incurred or imposed, as applicable, on the date on which such increased cost or expense is actually incurred or imposed, whether or not such increased cost relates back to a period of time prior to such date.

Increased Capital. 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 's commitment, if any, to purchase any Receivable Interest or any interest therein, or to maintain such Receivable Interest or interest hereunder, then, upon demand and delivery to the Seller of the certificate referred to in the 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. 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.