Common use of Increased Capital Clause in Contracts

Increased Capital. (a) If the introduction of or any change in or in the Interpretation of any law or regulation or the imposition of any guideline or request from any central bank or other Governmental Authority, in each case, after the date hereof, affects or would affect the amount of capital required or expected to be maintained by any Affected Party, and such Affected Party determines that the amount of such capital is increased as a result of (i) the existence of the Purchaser's agreement to make or maintain an investment in the Certificates or any interest therein and other similar agreements or facilities or (ii) the existence of any agreement by Affected Parties to make or maintain an investment in the Certificates or any interest therein or to fund any such investment and any other commitments of the same type, such Affected Party shall promptly submit to the Transferor, the Servicer and the Administrative Agent a certificate setting forth the additional amounts required to compensate such Affected Party in light of such circumstances. In determining such amount, such Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Party in determining amounts of this type. The amount set forth in such certificate (which certificate shall, in the absence of manifest error, be prima facie evidence as to such amount) shall be included in the Additional Amounts for (i) the first full Interest Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (ii) to the extent remaining outstanding, each Interest Period thereafter until paid in full. The Administrative Agent shall, out of amounts received by it in respect of the Additional Amounts on any Distribution Date (as contemplated in Section 9.01(b)), pay to each Affected Party any amount due pursuant to this Section, provided, however, that if the amount distributable in respect of the Additional Amounts on any Distribution Date is less than the aggregate amount payable to all Affected Parties pursuant to Sections 2.07, 2.08 and 2.09 for the corresponding Interest Period, the resulting shortfall shall be allocated among such Affected Parties on a pro rata basis (determined by the amount owed to each). Failure on the part of any Affected Party to demand compensation for any amount pursuant to this Section for any period shall not constitute a waiver of such Affected Party's right to demand compensation for such period; provided, however, that no Affected Party shall be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that such Affected Party notifies the Transferor, the Servicer and the Administrative Agent in writing thereof. (b) Each Owner agrees that it shall use its best efforts to take (or cause any Affected Party claiming through such Owner to take) such steps as would eliminate or reduce the amount of any increased costs described in this Section incurred by such Owner or Affected Party; provided that no such steps shall be required to be taken if, in the reasonable judgment of such Owner or Affected Party, such steps would be disadvantageous to such Owner or Affected Party or inconsistent with its internal policy and legal and regulatory restrictions. To the extent that, notwithstanding such efforts, any Owner that is a Liquidity Provider (or any Affected Party claiming through an Owner that is a Liquidity Provider) is unable to eliminate such amount in respect of which compensation is payable pursuant to this Section and makes a demand hereunder, the Purchaser may replace such Liquidity Provider with another commercial bank satisfactory to the Purchaser, the Administrative Agent and the Transferor; provided, however,

Increased Capital. (a) If the introduction of or any change in or in the Interpretation of any law law, regulation or regulation accounting principle or the imposition of any guideline or request from any central bank or other Governmental Authority, in each case, after the date hereof, affects or would affect the amount of capital required or expected to be maintained by any Affected Party, and such Affected Party determines that the amount of such capital is increased as a result of (i) the existence of the Purchaser's agreement to make or maintain an investment in the Certificates Note or any interest therein and other similar agreements or facilities or (ii) the existence of any agreement by Affected Parties to make or maintain an investment in the Certificates Note or any interest therein or to fund any such investment and any other commitments of the same type, such Affected Party shall promptly submit to the TransferorDepositor, the Servicer and the Administrative Note Agent a certificate setting forth the additional amounts required to compensate such Affected Party in light of such circumstances. In determining such amount, such Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Party in determining amounts of this type. The amount set forth in such certificate (which certificate shall, in the absence of manifest error, be prima facie evidence as to such amount) shall be included in the Additional Amounts for (i) the first full Interest Accrual Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (ii) to the extent remaining outstanding, each Interest Accrual Period thereafter until paid in full, and shall be paid to the Note Agent pursuant to Section 5.04 of the Indenture. The Administrative Note Agent shall, out of amounts received by it in respect of the Additional Amounts on any Distribution Payment Date (as contemplated in Section 9.01(b8.01(b)), pay to each Affected Party any amount due pursuant to this Section, provided, however, that if the amount distributable in respect of the Additional Amounts on any Distribution Payment Date is less than the aggregate amount payable to all Affected Parties pursuant to Sections 2.07, 2.08 and 2.09 for the corresponding Interest Accrual Period, the resulting shortfall shall be allocated among such Affected Parties on a pro rata basis (determined by the amount owed to each). Failure on the part of any Affected Party to demand compensation for any amount pursuant to this Section 2.08 for any period shall not constitute a waiver of such Affected Party's right to demand compensation for such period; provided. For the avoidance of doubt, howeverif the issuance of FASB Interpretation No. 46, that no Affected Party or any other change in accounting standards or the issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a portion of the assets and liabilities of Company or Seller with the assets and liabilities of the Agent, any Financial Institution or any other Funding Source, such event shall be entitled to compensation constitute a circumstance on which such Funding Source may base a claim for any such amount relating to any period ending more than six months prior to the date that such Affected Party notifies the Transferor, the Servicer and the Administrative Agent in writing thereofreimbursement under this Section. (b) Each Owner agrees that it shall use its best reasonable efforts to take (or cause any Affected Party claiming through such Owner to take) such steps as would eliminate or reduce the amount of any increased costs described in this Section 2.08 incurred by such Owner or Affected Party; provided that no such steps shall be required to be taken if, in the reasonable judgment of such Owner or Affected Party, such steps would be disadvantageous to such Owner or Affected Party or inconsistent with its internal policy and legal and regulatory restrictions. To the extent that, notwithstanding such efforts, any Owner that is a Liquidity Provider (or any Affected Party claiming through an Owner that is a Liquidity Provider) is unable to eliminate such amount in respect of which compensation is payable pursuant to this Section and makes a demand hereunder, the Purchaser may replace such Liquidity Provider with another commercial bank satisfactory to the Purchaser, the Administrative Agent and the Transferor; provided, however,.

Increased Capital. (a) If the introduction of or any change in or in the Interpretation of any law or regulation or the imposition of any guideline or request from any central bank or other Governmental Authority, in each case, after the date hereof, affects or would affect the amount of capital required or expected to be maintained by any Affected Party, and such Affected Party determines that the amount of such capital is increased as a result of (i) the existence of the Purchaser's agreement to make or maintain an investment in the Certificates or any interest therein and other similar agreements or facilities facilities, or (ii) the existence of any agreement by Affected Parties to make or maintain an investment in the Certificates or any interest therein or to fund any such investment and any other commitments of the same type, such Affected Party shall promptly submit to the Transferor, the Servicer and the Administrative Agent a certificate setting forth the additional amounts required to compensate such Affected Party in light of such circumstances. In determining such amount, such Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Party in determining amounts of this type. The amount set forth in such certificate (which certificate shall, in the absence of manifest error, be prima facie evidence as to such amount) shall be included in the Additional Amounts for (ia) the first full Interest Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (iib) to the extent remaining outstanding, each Interest Period thereafter until paid in full. The Administrative Agent shall, out of amounts received by it in respect of the Additional Amounts on any Distribution Date (as contemplated in Section 9.01(b))Date, pay to each Affected Party any amount due pursuant to this SectionSection 2.08, provided, however, that if the amount distributable in respect of the Additional Amounts on any Distribution Date is less than the aggregate amount payable to all Affected Parties pursuant to Sections 2.07, 2.08 and 2.09 for the corresponding Interest Period, the resulting shortfall shall be allocated among such Affected Parties on a pro rata basis (determined by the 24 25 amount owed to each). Failure on the part of any Affected Party to demand compensation for any amount pursuant to this Section 2.08 for any period shall not constitute a waiver of such Affected Party's right to demand compensation for such period; provided, however, that no Affected Party shall be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that such Affected Party notifies the Transferor, the Servicer and the Administrative Agent in writing thereof. (b) Each Owner agrees that it shall use its best efforts to take (or cause any Affected Party claiming through such Owner to take) such steps as would eliminate or reduce the amount of any increased costs described in this Section 2.08 incurred by such Owner or Affected Party; provided that no such steps shall be required to be taken if, in the reasonable judgment of such Owner or Affected Party, such steps would be disadvantageous to such Owner or Affected Party or inconsistent with its internal policy and legal and regulatory restrictions. To the extent that, notwithstanding such efforts, any Owner that is a Liquidity Provider (or any Affected Party claiming through an Owner that is a Liquidity Provider) is unable to eliminate such amount in respect of which compensation is payable pursuant to this Section 2.08 and makes a demand hereunder, the Purchaser may replace such Liquidity Provider with another commercial bank satisfactory to the Purchaser, the Administrative Agent and the Transferor; provided, however,, that the Purchaser shall be under no obligation to so replace a Liquidity Provider requesting any amount under this Section 2.08, and shall in no event replace such Liquidity Provider if it is Barclays.

Increased Capital. (a) If either (i) the introduction of ----------------- or any change in or in the Interpretation interpretation by any Governmental Authority of any law or regulation after the date hereof or the imposition of (ii) compliance by any Affected Party with any guideline or request from any central bank or other Governmental Authority, in each case, Authority (whether or not having the force of law) after the date hereof, hereof affects or would affect the amount of capital required or expected to be maintained by any Affected Party, and such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased as a result of (i) by or based upon the existence of the Purchaserany Transferee's agreement agreement, in its discretion, or commitment, as applicable, to make or maintain an investment in the Certificates or any interest therein Advances hereunder and other similar agreements or facilities or (ii) the existence facilities, then, within 15 days of any agreement demand by Affected Parties to make or maintain an investment in the Certificates or any interest therein or to fund any such investment and any other commitments of the same type, such Affected Party shall promptly submit to or the TransferorAgent, the Servicer and Transferor shall immediately pay to such Affected Party (as a third party beneficiary, in the Administrative case of any Affected Party other than one of the Transferees) or the Agent a certificate setting forth for the account of such Affected Party from time to time, as specified by such Affected Party or the Agent, additional amounts required sufficient to compensate such Affected Party in light of such circumstances. In determining such amount, to the extent that such Affected Party may use or the Agent on behalf of such Affected Party reasonably determines such increase in capital to be allocable to the existence of the applicable Transferee's agreements hereunder, provided, that the Transferor shall have no obligation to -------- pay any amount attributable to the period before ninety (90) days prior to the date of such demand. A certificate describing in reasonable averaging detail the basis for and attribution methods, consistent with calculation of such amounts submitted to the averaging and attribution methods generally used Transferor by such Affected Party or the Agent, shall, in determining amounts the absence of this typemanifest error, be conclusive and binding for all purposes. (b) If any Affected Party shall incur any loss, cost or expense as a result of any reduction in Advances on any date other than a Settlement Date or as a result of the failure of any Advances to be made on the date specified in the applicable Notice of Funding for any reason, the Transferor shall, upon demand by the Agent, pay the Agent for the account of such Affected Party the amount of such losses, costs and expenses. The amount set forth in Such Affected Party shall submit to the Transferor and the Agent a certificate as to such certificate (amounts, which certificate shall, in the absence of manifest error, be prima facie evidence as conclusive and binding for all purposes. (c) Prior to such amount) shall be included in the Additional Amounts for (i) the first full Interest Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (ii) to the extent remaining outstanding, each Interest Period thereafter until paid in full. The Administrative Agent shall, out of amounts received demand by it in respect of the Additional Amounts on any Distribution Date (as contemplated in Section 9.01(b)), pay to each Affected Party any amount due pursuant to this Section, provided, however, that if the amount distributable in respect of the Additional Amounts on any Distribution Date is less than the aggregate amount payable to all Affected Parties pursuant to Sections 2.07, 2.08 and 2.09 for the corresponding Interest Period, the resulting shortfall shall be allocated among such Affected Parties on a pro rata basis (determined by the amount owed to each). Failure on the part of any Affected Party of amounts owing under this Section 2.07, such Affected Party agrees (in order to demand compensation for any amount receive amounts due ------------ pursuant to this Section 2.07) that it will use its reasonable efforts to reduce ------------ or eliminate any claim for any period shall not constitute compensation pursuant to said Section 2.07 including, ------------ subject to applicable law, a waiver of such Affected Party's right to demand compensation change in its applicable lending office for such periodthis transaction; provided, however, that no nothing herein contained shall obligate any -------- ------- Affected Party shall be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that such Affected Party notifies the Transferor, the Servicer and the Administrative Agent in writing thereof. (b) Each Owner agrees that it shall use its best efforts to take (or cause any Affected Party claiming through such Owner to take) such steps as would eliminate or reduce the amount of any increased costs described in this Section incurred by such Owner or Affected Party; provided that no such steps shall be required to be taken ifaction which, in the reasonable judgment sole opinion of such Owner or Affected Party, such steps would be disadvantageous is unlawful, otherwise adverse to its interests or results in any unreimbursed cost or expense to such Owner Affected Party, which cost or Affected Party or inconsistent with its internal policy and legal and regulatory restrictions. To the extent that, notwithstanding expense would not have been incurred but for such efforts, any Owner that is a Liquidity Provider (or any Affected Party claiming through an Owner that is a Liquidity Provider) is unable to eliminate such amount in respect of which compensation is payable pursuant to this Section and makes a demand hereunder, the Purchaser may replace such Liquidity Provider with another commercial bank satisfactory to the Purchaser, the Administrative Agent and the Transferor; provided, however,action.

Increased Capital. (a) If any Indemnified Party determines that due to either the introduction of or any change in or in the Interpretation interpretation of any law or regulation after the New Closing Date or the imposition of compliance with any guideline or request issued or made after the New Closing Date from any central bank or other Governmental Authority, in each case, after governmental authority (whether or not having the date hereof, force of law) affects or would affect the amount of capital required or expected to be maintained by such Indemnified Party or any Affected Party, corporation controlling such Indemnified Party and such Affected Party determines that the amount of such capital is increased as a result of (i) by or based upon the existence of the Purchasersuch Indemnified Party's agreement commitment, if any, to make or maintain an investment in the Certificates purchase any Receivable Interest or any interest therein therein, or to maintain such Receivable Interest or interest, hereunder, or, in the case of any Indemnified Party which is a Participant, under any agreement entered into by such Participant with respect to this Agreement, then, upon demand and other similar agreements delivery to the Seller of the certificate referred to in the last sentence of this SECTION 2.11 by such Indemnified Party (or facilities by the Administrative Agent for the account of such Indemnified Party) (with a copy of such demand and certificate to the Administrative Agent) the Seller shall pay to the Administrative Agent for the account of such Indemnified Party from time to time, as specified by such Indemnified Party, additional amounts sufficient to compensate such Indemnified Party or (ii) 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 agreement by Affected Parties such commitment (except any such increase in capital incurred more than, or compensation attributable to make the period before, 360 days prior to the date of such demand, any increase in capital allocable to, or maintain an investment compensation attributable to, a period prior to the publication or effective date of such introduction, change, guideline or request being deemed to be incurred for purposes hereof on the later of such publication or effective date). Each Indemnified Party hereto agrees to use reasonable efforts promptly to notify the Seller of any event referred to in the Certificates or first sentence of this SECTION 2.11, PROVIDED that the failure to give such notice shall not affect the rights of any interest therein or Indemnified Party under this SECTION 2.11. A certificate in reasonable detail as to fund any such investment the basis for, and any other commitments of the same typeamount of, such Affected Party shall promptly submit compensation submitted to the Transferor, the Servicer Seller and the Administrative Agent a certificate setting forth by such Indemnified Party (or by the additional amounts required to compensate such Affected Party in light Administrative Agent for the account of such circumstances. In determining such amount, such Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Party in determining amounts of this type. The amount set forth in such certificate (which certificate shall, in the absence of manifest error, be prima facie evidence as to such amountIndemnified Party) shall be included in the Additional Amounts conclusive and binding for (i) the first full Interest Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (ii) to the extent remaining outstandingall purposes, each Interest Period thereafter until paid in full. The Administrative Agent shall, out of amounts received by it in respect of the Additional Amounts on any Distribution Date (as contemplated in Section 9.01(b)), pay to each Affected Party any amount due pursuant to this Section, provided, however, that if the amount distributable in respect of the Additional Amounts on any Distribution Date is less than the aggregate amount payable to all Affected Parties pursuant to Sections 2.07, 2.08 and 2.09 for the corresponding Interest Period, the resulting shortfall shall be allocated among such Affected Parties on a pro rata basis (determined by the amount owed to each). Failure on the part of any Affected Party to demand compensation for any amount pursuant to this Section for any period shall not constitute a waiver of such Affected Party's right to demand compensation for such period; provided, however, that no Affected Party shall be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that such Affected Party notifies the Transferor, the Servicer and the Administrative Agent in writing thereofabsent manifest error. (b) Each Owner agrees that it shall use its best efforts to take (or cause any Affected Party claiming through such Owner to take) such steps as would eliminate or reduce the amount of any increased costs described in this Section incurred by such Owner or Affected Party; provided that no such steps shall be required to be taken if, in the reasonable judgment of such Owner or Affected Party, such steps would be disadvantageous to such Owner or Affected Party or inconsistent with its internal policy and legal and regulatory restrictions. To the extent that, notwithstanding such efforts, any Owner that is a Liquidity Provider (or any Affected Party claiming through an Owner that is a Liquidity Provider) is unable to eliminate such amount in respect of which compensation is payable pursuant to this Section and makes a demand hereunder, the Purchaser may replace such Liquidity Provider with another commercial bank satisfactory to the Purchaser, the Administrative Agent and the Transferor; provided, however,

Increased Capital. (a) If either (i) the introduction of or any change in or in the Interpretation interpretation by any Official Body of any law law, rule or regulation (including any law, rule or the imposition of regulation regarding capital adequacy or liquidity coverage) or (ii) compliance by any guideline Affected Party with (x) any directive or request from any central bank or other Governmental Authority, in each case, Official Body (whether or not having the force of law) imposed after the date hereofhereofAmendment No. 4 Effective Date or (y) the requirements of, whether such compliance is commenced prior to or after the date hereofAmendment No. 4 Effective Date, any of (a) the FAS 166/167 Capital Guidelines, (b) Basel II or Basel III Regulations or (c) the Xxxx-Xxxxx Act, or any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the FAS 000/000 Xxxxxxx Xxxxxxxxxx, Xxxxx XX, Xxxxx III Regulations or the Xxxx-Xxxxx Act (whether or not having the force of law) affects or would affect the amount of capital or assets required or expected to be maintained by any Affected Party, and such Affected Party or such Affected Party reasonably determines that the amount of such capital is increased as a result of (i) by or based upon the existence of the Purchaser's any Lender’s agreement to make or maintain an investment in the Certificates or any interest therein Loans hereunder and other similar agreements or facilities and such event would have the effect of reducing the rate of return on the assets or (ii) the existence capital of any agreement by Affected Parties to make or maintain an investment in the Certificates or any interest therein or to fund any such investment and any other commitments of the same type, such Affected Party shall promptly submit by an amount deemed by such Affected Party to be material, then, within thirty (30) days after demand by such Affected Party or the Transferorrelated Managing Agent, the Servicer and Borrower shall pay to such Affected Party (as a third party beneficiary, in the Administrative case of any Affected Party other than one of the Lenders) or the related Managing Agent a certificate setting forth for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts required sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the applicable Lender’s agreements hereunder. (b) Each Managing Agent will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereofAmendment No. 4 Effective Date, which will entitle any Lender or Affected Party in its Lender Group to compensation pursuant to Section 2.10(a). Each Lender or Affected Party will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or Affected Party, be otherwise disadvantageous to it or inconsistent with its internal policies. In determining the amount of such amountcompensation, such Lender or Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such . The applicable Lender or Affected Party in determining amounts of this type. The amount set forth in (or such party’s related Managing Agent) shall submit to the Borrower a certificate (describing such compensation, which certificate shall, shall be conclusive in the absence of manifest error, be prima facie evidence as to such amount. (c) shall be included in the Additional Amounts for (i) the first full Interest Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (ii) to the extent remaining outstanding, each Interest Period thereafter until paid in full. The Administrative Agent shall, out of amounts received by it in respect of the Additional Amounts on any Distribution Date (as contemplated in Section 9.01(b)), pay to each Affected Party any amount due pursuant to this Section, provided, however, that if the amount distributable in respect of the Additional Amounts on any Distribution Date is less than the aggregate amount payable to all Affected Parties pursuant to Sections 2.07, 2.08 and 2.09 for the corresponding Interest Period, the resulting shortfall shall be allocated among such Affected Parties on a pro rata basis (determined by the amount owed to each). Failure or delay on the part of any Affected Party Managing Agent to demand compensation for any amount pursuant to this Section for any period 2.10(a) shall not constitute a waiver of such Affected Party's Managing Agent’s right to demand compensation for such periodcompensation; provided, however, provided that no the Borrower shall not be required to compensate any Lender or Affected Party shall be entitled in its Lender Group pursuant to compensation this Section for any increased capital unless such amount relating to any period ending more than six months prior Managing Agent gives notice to the date that such Affected Party notifies the Transferor, the Servicer Borrower and the Administrative Agent to compensate such Lender or Affected Party in writing thereofits Lender Group pursuant to this Section within 120 days after the date such Managing Agent knows an event has occurred pursuant to which such Lender or Affected Party in its Lender Group will seek such compensation. (bd) Each Owner agrees that it shall use its best efforts to take (If any Lender or cause any Affected Party claiming through has, or anticipates having, any claim for compensation under Section 2.10(a) against the Borrower, and such Owner to take) such steps as Affected Party or Lender believes that having the transactions contemplated by this Agreement publicly rated by a Rating Agency or qualifying under the supervisory formula approach under Basel II would eliminate or reduce the amount of any increased costs described in this Section incurred such compensation by an amount deemed by such Owner or Affected Party; provided that no such steps shall be required to be taken if, in the reasonable judgment of such Owner or Affected Party, such steps would be disadvantageous to such Owner or Affected Party or inconsistent with its internal policy and legal and regulatory restrictions. To the extent thatLender to be material, notwithstanding such efforts, any Owner that is a Liquidity Provider (or any Affected Party claiming or Lender shall provide a request for Required Data or a Rating Request to the Borrower and the Servicer. Any Affected Party or Lender may also provide a request for Required Data or a Rating Request to the Borrower and the Servicer at any other time prior to the Commitment Termination Date. The Borrower shall cooperate with such Affected Party or Lender’s efforts to obtain Required Data and/or a credit rating from the Rating Agency specified in the Rating Request at the level that reasonably reflects the economics and credit of the Loans at the time of such request, and shall provide directly or through an Owner that is distribution to such Affected Party or Lender any information such Rating Agency may require for purposes of providing and monitoring the credit rating. The Affected Party or Lender making the Rating Request shall bear the costs and expenses of providing the Required Data and pay the initial and any subsequent and ongoing fees payable to the Rating Agency in connection with a Liquidity Provider) is unable to eliminate such amount in respect of which compensation is payable Rating Request pursuant to this Section and makes a demand hereunder, the Purchaser may replace such Liquidity Provider with another commercial bank satisfactory to the Purchaser, the Administrative Agent and the Transferor; provided, however,2.10(d).

Increased Capital. (a) If any Regulatory Requirement (x) (A) subjects any Affected Party to any charge or withholding on or with respect to any Funding Agreement or this Agreement or an Affected Party’s obligations under a Funding Agreement or this Agreement, or on or with respect to the introduction Receivables, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Funding Agreement or any change in or this Agreement (except for changes in the Interpretation rate of any law or regulation or tax on the imposition overall net income of any guideline or request from any central bank or other Governmental Authority, in each case, after the date hereof, affects or would affect the amount of capital required or expected to be maintained by any Affected Party, and such an Affected Party determines that or taxes excluded by Section 2.13); (B) imposes, modifies or deems applicable any reserve, special deposit, assessment, fee, tax, charge, insurance, liquidity charge or similar requirement against assets of, deposits with or for the amount account of, or liabilities of such capital is increased as a result of (i) an Affected Party or credit extended by an Affected Party based upon the existence of the Purchaser's any Lender’s agreement to make or maintain an investment in the Certificates or any interest therein Loans hereunder and loans under other similar agreements or facilities or (ii) with respect to Letters of Credit issued hereunder or increases the existence amount of any agreement by Affected Parties to make or maintain an investment in the Certificates or any interest therein or to fund any such investment and any other commitments of the same type, high quality liquid assets such Affected Party shall promptly submit or Affected Party’s holding company, if any, is required to maintain as a result of any funding commitment made by such Affected Party hereunder; or (C) imposes any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Funding Agreement or this Agreement, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations hereunder or under any Funding Agreement and under other similar agreements or facilities, or to reduce the amount of any sum received or receivable by an Affected Party under a Funding Agreement or this Agreement, or to require any payment calculated by reference to the Transferoramount of interests or loans held or interest received by it; and (y) such event would have the effect of reducing the rate of return on capital of such Affected Party by an amount deemed by such Affected Party to be material, then, within five (5) Business Days after demand by such Affected Party or the related Managing Agent, the Servicer and Borrower shall pay to such Affected Party (as a third party beneficiary, in the Administrative case of any Affected Party other than one of the Lenders) or the related Managing Agent a certificate setting forth for the account of such Affected Party from time to time, as specified by such Affected Party or such Managing Agent, additional amounts required sufficient to compensate such Affected Party in light of such circumstances. In determining such amount, to the extent that such Affected Party or such Managing Agent on behalf of such Affected Party reasonably determines such increase in capital to be attributable to the existence of the Issuing Lender’s or the applicable Lender’s agreements hereunder. The term “Regulatory Requirement” shall mean (i) after the Closing Date, the adoption of, or any change in or in the interpretation or administration by any Official Body of, any law, rule or regulation, or (ii) compliance by any Affected Party with any request or directive from any central bank or other Official Body (whether or not having the force of law); provided, that for purposes of this definition, (x) the United States bank regulatory rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modification to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted on December 15, 2009, (y) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder, issued in connection therewith or in implementation thereof, and (z) all requests, rules, guidelines and 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 the agreements reached by the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” (as amended, supplemented or otherwise modified or replaced from time to time), shall in each case be deemed to be a “Regulatory Requirement”, regardless of the date enacted, adopted, issued or implemented. The Borrower acknowledges that any Affected Party may use institute measures in anticipation of a Regulatory Requirement, and may commence allocating charges to or seeking compensation from the Borrower under this Section 2.11, in advance of the effective date of such Regulatory Requirement and the Borrower agrees to pay such charges or compensation to such Affected Party or the related Managing Agent for the account of such Affected Party, within five (5) Business Days after demand therefor without regard to whether such effective date has occurred. Notwithstanding the foregoing, an Affected Party shall provide Borrower with sixty (60) days’ prior written notice of its intent to commence allocating charges or seeking compensation as described in the immediately preceding sentence with respect to a specific Regulatory Requirement, and Borrower shall not have any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used obligation to pay amounts arising or incurred by such Affected Party in determining amounts of this type. The amount set forth in such certificate (which certificate shall, in the absence of manifest error, be prima facie evidence as with respect to such amount) shall be included in the Additional Amounts for (i) the first full Interest Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (ii) Regulatory Requirement during, or prior to the extent remaining outstandingend of, each Interest Period thereafter until paid in full. The Administrative Agent shall, out of amounts received by it in respect of the Additional Amounts on any Distribution Date such sixty (as contemplated in Section 9.01(b)), pay to each Affected Party any amount due pursuant to this Section, provided, however, that if the amount distributable in respect of the Additional Amounts on any Distribution Date is less than the aggregate amount payable to all Affected Parties pursuant to Sections 2.07, 2.08 and 2.09 for the corresponding Interest Period, the resulting shortfall shall be allocated among such Affected Parties on a pro rata basis (determined by the amount owed to each). Failure on the part of any Affected Party to demand compensation for any amount pursuant to this Section for any period shall not constitute a waiver of such Affected Party's right to demand compensation for such 60) day notice period; provided, however, that no Affected Party this limitation shall be entitled not apply to compensation for any such amount relating to any period ending more than six months prior to costs or charges incurred on or after the required implementation date that such Affected Party notifies the Transferor, the Servicer and the Administrative Agent in writing thereof. (b) Each Owner agrees that it shall use its best efforts to take (or cause any Affected Party claiming through such Owner to take) such steps as would eliminate or reduce the amount of any increased costs described in this Section incurred by such Owner or Affected Party; provided that no such steps shall be required to be taken if, in the reasonable judgment of such Owner or Affected Party, such steps would be disadvantageous to such Owner or Affected Party or inconsistent with its internal policy and legal and regulatory restrictions. To the extent that, notwithstanding such efforts, any Owner that is a Liquidity Provider (or any Affected Party claiming through an Owner that is a Liquidity Provider) is unable to eliminate such amount in respect of which compensation is payable pursuant to this Section and makes a demand hereunder, the Purchaser may replace such Liquidity Provider with another commercial bank satisfactory to the Purchaser, the Administrative Agent and the Transferor; provided, however,Regulatory Requirement.

Increased Capital. (a) If the introduction of or any change in or in the Interpretation of any law law, regulation or regulation accounting principle or the imposition of any guideline or request from any central bank or other Governmental Authority, in each case, after the date hereof, affects or would affect the amount of capital required or expected to be maintained by any Affected Party, and such Affected Party determines that the amount of such capital is increased as a result of (i) the existence of the Purchaser's agreement to make or maintain an investment in the Certificates Note or any interest therein and other similar agreements or facilities or (ii) the existence of any agreement by Affected Parties to make or maintain an investment in the Certificates Note or any interest therein or to fund any such investment and any other commitments of the same type, such Affected Party shall promptly submit to the TransferorDepositor, the Servicer and the Administrative Note Agent a certificate setting forth the additional amounts required to compensate such Affected Party in light of such circumstances. In determining such amount, such Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Party in determining amounts of this type. The amount set forth in such certificate (which certificate shall, in the absence of manifest error, be prima facie evidence as to such amount) shall be included in the Additional Amounts for (i) the first full Interest Accrual Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (ii) to the extent remaining outstanding, each Interest Accrual Period thereafter until paid in full, and shall be ..paid to the Note Agent pursuant to Section 5.04 of the Indenture. The Administrative Note Agent shall, out of amounts received by it in respect of the Additional Amounts on any Distribution Payment Date (as contemplated in Section 9.01(b8.01(b)), pay to each Affected Party any amount due pursuant to this Section, provided, however, that if the amount distributable in respect of the Additional Amounts on any Distribution any. Payment Date is less than the aggregate amount payable to all Affected Parties pursuant to Sections 2.07, 2.08 and 2.09 for the corresponding Interest Accrual Period, the resulting shortfall shall be allocated among such Affected Parties on a pro rata basis (determined by the amount owed to each). Failure on the part of any Affected Party to demand compensation for any amount pursuant to this Section 2.08 for any period shall not constitute a waiver of such Affected Party's right to demand compensation for such period; provided. For the avoidance of doubt, howeverif the issuance of FASB Interpretation No. 46, that no Affected Party or any other change in accounting standards or the issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a portion of the assets and liabilities of Company or Seller with the assets and liabilities of the Agent, any Financial Institution or any other Funding Source, such event shall be entitled to compensation constitute a circumstance on which such Funding Source may base a claim for any such amount relating to any period ending more than six months prior to the date that such Affected Party notifies the Transferor, the Servicer and the Administrative Agent in writing thereofreimbursement under this Section. (b) Each Owner agrees that it shall use its best reasonable efforts to take (or cause any Affected Party claiming through such Owner to take) such steps as would eliminate or reduce the amount of any increased costs described in this Section 2.08 incurred by such Owner or Affected Party; provided that no such steps shall be required to be taken if, in the reasonable judgment of such Owner or Affected Party, such steps would be disadvantageous to such Owner or Affected Party or inconsistent with its internal policy and legal and regulatory restrictions. To the extent that, notwithstanding such efforts, any Owner that is a Liquidity Provider (or any Affected Party claiming through an Owner that is a Liquidity Provider) is unable to eliminate such amount in respect of which compensation is payable pursuant to this Section and makes a demand hereunder, the Purchaser may replace such Liquidity Provider with another commercial bank satisfactory to the Purchaser, the Administrative Agent and the Transferor; provided, however,.

Increased Capital. (a) If the introduction of or any change in or in the Interpretation interpretation of any law or regulation or the imposition of any guideline or request from any central bank or other Governmental Authority, in each case, governmental authority occurring after the date hereof, hereof affects or would affect the amount of capital required or expected to be maintained by any an Affected Party, and such Affected Party determines that the amount of such capital is increased as a result of (i) the existence of the Purchaser's such Affected Party’s agreement to make or maintain an investment in the Certificates VFN or any interest therein and other similar agreements or facilities facilities, or (ii) the existence of any agreement by any Affected Parties Party to make or maintain an investment in the Certificates VFN or any interest therein or to fund any such investment and any other commitments of the same type, then, upon demand by such Affected Party shall promptly submit (with a copy to the TransferorAgent), the Servicer and Issuer shall immediately pay to such Affected Party (as a third party beneficiary, in the Administrative Agent a certificate setting forth case of an Affected Party which is not also the Purchaser) from time to time, as specified by such Affected Party, additional amounts required (the “Increased Capital”) sufficient to compensate such Affected Party in light of such circumstances, to the extent that such Affected Party reasonably determines such increase in capital to be allocable to the existence of the Affected Party’s agreements described in clause (i) above or the commitments of any Affected Party described in clause (ii) above with respect to the VFN, and such Additional Amounts are to be paid in accordance with Section 5.1 of the Series Supplement. In determining such amountamounts, such Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Party in determining amounts of this type. The amount set A certificate as to such amounts submitted to the Issuer and the Agent by such Affected Party, setting forth the calculation thereof in such certificate (which certificate reasonable detail, shall, in the absence of manifest error, be prima facie evidence as to such amount) shall be included in the Additional Amounts conclusive and binding for (i) the first full Interest Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (ii) to the extent remaining outstandingall purposes. For avoidance of doubt, each Interest Period thereafter until paid in fullany accounting interpretation, including, without limitation, Accounting Research Bulletin No. The Administrative Agent shall41, out of amounts received by it in respect or any other interpretation of the Additional Amounts on any Distribution Date Financial Accounting Standards Board (as contemplated in Section 9.01(b)“FASB”), pay to each Affected Party any amount due pursuant to this Sectionincluding FASB Interpretation No. 46: Consolidation of Variable Interest Entities, providedshall constitute an adoption, howeverchange, that if the amount distributable in respect of the Additional Amounts on any Distribution Date is less than the aggregate amount payable to all Affected Parties pursuant to Sections 2.07, 2.08 and 2.09 for the corresponding Interest Period, the resulting shortfall shall be allocated among such Affected Parties on a pro rata basis (determined by the amount owed to each). Failure on the part of any Affected Party to demand compensation for any amount pursuant request or directive subject to this Section for any period shall not constitute a waiver of such Affected Party's right to demand compensation for such period; provided, however, that no Affected Party shall be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that such Affected Party notifies the Transferor, the Servicer and the Administrative Agent in writing thereof8.03. (b) Each Owner agrees that it shall use its best efforts to take (or cause any Affected Party claiming through such Owner to take) such steps as would eliminate or reduce the amount of any increased costs described in this Section incurred by such Owner or Affected Party; provided that no such steps shall be required to be taken if, in the reasonable judgment of such Owner or Affected Party, such steps would be disadvantageous to such Owner or Affected Party or inconsistent with its internal policy and legal and regulatory restrictions. To the extent that, notwithstanding such efforts, any Owner that is a Liquidity Provider (or any Affected Party claiming through an Owner that is a Liquidity Provider) is unable to eliminate such amount in respect of which compensation is payable pursuant to this Section and makes a demand hereunder, the Purchaser may replace such Liquidity Provider with another commercial bank satisfactory to the Purchaser, the Administrative Agent and the Transferor; provided, however,

Increased Capital. (a) If the introduction of or any change in or in the Interpretation of any law or regulation or the imposition of any guideline or request from any central bank or other Governmental Authority, in each case, Regulatory Change occurring after the date hereof, hereof affects or would affect the amount of capital required or expected to be maintained by any Affected Party, and such Affected Party or reduces the rate of return on such capital, or such Affected Party reasonably determines that as a result of such Regulatory Change the amount of such capital is increased as a result of (i) by or based upon the existence of the Purchaser's ’s agreement to make or maintain an investment in the Certificates or any interest therein Purchases hereunder and other similar agreements or facilities or (ii) the existence agreement of any agreement by Affected Parties Liquidity Provider to make or maintain an investment in funds available to the Certificates or any interest therein or to fund any such investment and any other commitments Purchaser based on its agreements hereunder, then, within five (5) Business Days of the same type, demand by such Affected Party shall promptly submit to or the TransferorAgent, the Servicer and Seller shall pay to such Affected Party (as a third party beneficiary, in the Administrative case of any Affected Party other than the Purchaser) or the Agent a certificate setting forth for the account of such Affected Party from time to time, as specified by such Affected Party or the Agent, additional amounts required sufficient to compensate such Affected Party in light of such circumstances. In determining such amount, to the extent that such Affected Party may use any or the Agent on behalf of such Affected Party reasonably determines such increase in capital to be allocable to the existence of the Purchaser’s agreements hereunder. A certificate describing in reasonable averaging detail the basis for and attribution methods, consistent with calculation of such amounts submitted to the averaging and attribution methods generally used Seller by such Affected Party or the Agent, shall, in determining amounts the absence of this typemanifest error, be conclusive and binding for all purposes. (b) If any Affected Party shall incur any loss, cost or expense as a result of any reduction in Capital on any date other than a Settlement Date or as a result of the failure of any Capital Purchase to be made on the date specified in the applicable Capital Purchase Request for any reason, the Seller shall, upon demand by the Agent, pay the Agent for the account of such Affected Party the amount of such losses, costs and expenses. The amount set forth in Such Affected Party shall submit to the Seller and the Agent a certificate as to such certificate (amounts, which certificate shall, in the absence of manifest error, be prima facie evidence as to such amount) shall be included in the Additional Amounts conclusive and binding for (i) the first full Interest Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (ii) to the extent remaining outstanding, each Interest Period thereafter until paid in full. The Administrative Agent shall, out of amounts received by it in respect of the Additional Amounts on any Distribution Date (as contemplated in Section 9.01(b)), pay to each Affected Party any amount due pursuant to this Section, provided, however, that if the amount distributable in respect of the Additional Amounts on any Distribution Date is less than the aggregate amount payable to all Affected Parties pursuant to Sections 2.07, 2.08 and 2.09 for the corresponding Interest Period, the resulting shortfall shall be allocated among such Affected Parties on a pro rata basis (determined by the amount owed to each). Failure on the part of any Affected Party to demand compensation for any amount pursuant to this Section for any period shall not constitute a waiver of such Affected Party's right to demand compensation for such period; provided, however, that no Affected Party shall be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that such Affected Party notifies the Transferor, the Servicer and the Administrative Agent in writing thereofpurposes. (b) Each Owner agrees that it shall use its best efforts to take (or cause any Affected Party claiming through such Owner to take) such steps as would eliminate or reduce the amount of any increased costs described in this Section incurred by such Owner or Affected Party; provided that no such steps shall be required to be taken if, in the reasonable judgment of such Owner or Affected Party, such steps would be disadvantageous to such Owner or Affected Party or inconsistent with its internal policy and legal and regulatory restrictions. To the extent that, notwithstanding such efforts, any Owner that is a Liquidity Provider (or any Affected Party claiming through an Owner that is a Liquidity Provider) is unable to eliminate such amount in respect of which compensation is payable pursuant to this Section and makes a demand hereunder, the Purchaser may replace such Liquidity Provider with another commercial bank satisfactory to the Purchaser, the Administrative Agent and the Transferor; provided, however,

Increased Capital. (a) If the introduction of or any change in or in the Interpretation of any law or regulation or the imposition of any guideline or request from any central bank or other Governmental Authority, in each case, after the date hereof, affects or would affect the amount of capital required or expected to be maintained by any Affected Party, and such Affected Party determines that the amount of such capital is increased as a result of (i) the existence of the Purchaser's agreement to make or maintain an investment in the Certificates or any interest therein and other similar agreements or facilities facilities, or (ii) the existence of any agreement by Affected Parties to make or maintain an investment in the Certificates or any interest therein or to fund any such investment and any other commitments of the same type, such Affected Party shall promptly submit to the Transferor, the Servicer and the Administrative Agent a certificate setting forth the additional amounts required to compensate such Affected Party in light of such circumstances. In determining such amount, such Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Party in determining amounts of this type. The amount set forth in such certificate (which certificate shall, in the absence of manifest error, be prima facie evidence as to such amount) shall be included in the Additional Amounts for (ia) the first full Interest Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (iib) to the extent remaining outstanding, each Interest Period thereafter until paid in full. The Administrative Agent shall, out of amounts received by it in respect of the Additional Amounts on any Distribution Date (as contemplated in Section 9.01(b11.01(b)), pay to each Affected Party any amount due pursuant to this SectionSection 2.08, provided, however, that if the amount distributable in respect of the Additional Amounts on any Distribution Date is less than the aggregate amount payable to all Affected Parties pursuant to Sections 2.07, 2.08 and 2.09 for the corresponding Interest Period, the resulting shortfall shall be allocated among such Affected Parties on a pro rata basis (determined by the amount owed to each). Failure on the part of any Affected Party to demand compensation for any amount pursuant to this Section 2.08 for any period shall not constitute a waiver of such Affected Party's right to demand compensation for such period; provided, however, that no Affected Party shall be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that such Affected Party notifies the Transferor, the Servicer and the Administrative Agent in writing thereof. (b) Each Owner agrees that it shall use its best efforts to take (or cause any Affected Party claiming through such Owner to take) such steps as would eliminate or reduce the amount of any increased costs described in this Section 2.08 incurred by such Owner or Affected Party; provided that no such steps shall be required to be taken if, in the reasonable judgment of such Owner or Affected Party, such steps would be disadvantageous to such Owner or Affected Party or inconsistent with its internal policy and legal and regulatory restrictions. To the extent that, notwithstanding such efforts, any Owner that is a Liquidity Provider (or any Affected Party claiming through an Owner that is a Liquidity Provider) is unable to eliminate such amount in respect of which compensation is payable pursuant to this Section 2.08 and makes a demand hereunder, the Purchaser may replace such Liquidity Provider with another commercial bank satisfactory to the Purchaser, the Administrative Agent and the Transferor; provided, however,, that the Purchaser shall be under no obligation to so replace a Liquidity Provider requesting any amount under this Section 2.08, and shall in no event replace such Liquidity Provider if it is ING Capital.