Common use of Increased Cost and Reduced Return Clause in Contracts

Increased Cost and Reduced Return. If after April 4, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit Group, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon within five (5) Business Days after demand by the applicable Managing Agent, Seller shall pay to the relevant Funding applicable Managing Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For , in each case, solely to the avoidance of doubtextent that such increased cost or such reduction is attributable to the financing, if the issuance of FASB Interpretation No. 46ownership, commitment to fund, funding or any other change in accounting standards or the issuance maintenance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a portion of Purchaser Interest (as opposed to the assets generally held by the Indemnified Parties and liabilities of Company or Seller with not related to this Agreement, the assets Transaction Documents and liabilities of the Agent, any Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Sectiontransactions contemplated thereby).

Increased Cost and Reduced Return. (a) If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): : (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon written demand by the AgentAgent no later than ninety (90) days after the adoption of such Regulatory Change, Seller shall the Borrower agrees to pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For In the avoidance of doubtevent that the Agent fails to give the Borrower notice within the ninety (90) day time limitation prescribed above, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, Borrower shall have no obligation to pay such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement compensation hereunder. The Borrower shall have no obligation to pay any amount with respect to claims accruing under this SectionSection 10.2(a) prior to the 90th day preceding written demand therefor from Agent.

Increased Cost and Reduced Return. (a) If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “"Regulatory Change”"): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iiiii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the related Lender Group Agent, Seller Borrower shall pay to the relevant Funding such Lender Group Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance any interpretation of FASB Interpretation Accounting Research Bulletin No. 46, or any other change in accounting standards or 51 by 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 Committed Purchaser or any other Funding Source, such event Financial Accounting Standards Board shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under an adoption, change, request or directive subject to this SectionSection 10.2. Borrower's obligation to pay any amounts with respect to taxes shall be governed exclusively by Section 10.4.

Increased Cost and Reduced Return. (a) If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) law of any such authority or agency other than the circumstances described in clause (b) below, (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.110.1 and Section 10.2) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Managing Agent, Seller shall pay to the relevant Funding applicable Managing Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts reasonably calculated to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1Excluded Taxes) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit deposit, increase in capital or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by itit (each such Funding Source that suffers any event described in any of the preceding clauses (i)-(iii), an “Affected Entity”), then, upon written demand by the Agentapplicable Co-Agent upon the Borrower (with a copy to the Administrative Agent and Servicer), Seller the Borrower shall pay to the relevant Funding Administrative Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupAffected Entity, such amounts charged to such Funding Source Affected Entity or such amounts to otherwise compensate such Funding Source Affected Entity for such increased cost or such reduction. For ; provided, however, that in the avoidance case of doubta Regulatory Change resulting in an increase in the regulatory capital required to be maintained by any Affected Entity, if the issuance of FASB Interpretation No. 46, or Borrower shall not be liable to compensate such Affected Entity for such increase for any other change in accounting standards or period prior to the issuance of any other pronouncement, release or interpretation, causes or requires 61st day following written notification thereof from the consolidation of all or applicable Co-Agent to the Borrower (with a portion of copy to the assets Administrative Agent and liabilities of Company or Seller with the assets and liabilities of the Agent, any Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this SectionServicer).

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source Purchaser shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”)Board, any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): agency: (i) that subjects any Funding Source Purchaser to any charge or withholding on or with respect to any Funding this Agreement or a Funding SourcePurchaser’s obligations under a Funding Agreementhereunder, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source Purchaser of any amounts payable under any Funding Agreement hereunder (except for changes in the rate of tax on the overall net income of a Funding Source Purchaser or taxes excluded by Section 10.18.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding SourcePurchaser, or credit extended by a Funding Source Purchaser pursuant to a Funding this Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source Purchaser of performing its obligations under a Funding Agreementhereunder, or to reduce the rate of return on a Funding SourcePurchaser’s capital as a consequence of its obligations under a Funding Agreementhereunder, or to reduce the amount of any sum received or receivable by a Funding Source Purchaser under a Funding this Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agentapplicable Purchaser, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupPurchaser, such amounts charged to such Funding Source Purchaser or such amounts to otherwise compensate such Funding Source Purchaser for such increased cost or such reduction. For Notwithstanding the avoidance foregoing, no Purchaser that is not organized under the laws of doubt, if the issuance United States of FASB Interpretation No. 46America, or any other change a state thereof, shall be entitled to reimbursement or compensation hereunder unless and until it has delivered to Seller two (2) duly completed and signed originals of United States Internal Revenue Service Form W-8BEN or W-8ECI, as applicable, certifying in accounting standards either case that such Purchaser is entitled to receive payments under this Agreement without deduction or the issuance withholding 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this SectionUnited States federal income taxes.

Increased Cost and Reduced Return. (a) If after April 4, 2000the date hereof, any Funding Source Affected Entity shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): Change (i) that subjects any Funding Source such Affected Entity to any charge or withholding on or with respect to any Funding Agreement or a Funding Sourcesuch Affected Entity’s obligations under a any Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source such Affected Entity of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source such Affected Entity or taxes excluded by Section 10.1Excluded Taxes) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Sourcesuch Affected Entity, or credit extended by a Funding Source such Affected Entity pursuant to a any Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source such Affected Entity of performing its obligations under a any Funding Agreement, or to reduce the rate of return on a Funding Sourcesuch Affected Entity’s capital as a consequence of its obligations under a any Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source such Affected Entity under a any Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Co-Agent, Seller on behalf of such Affected Entity, and receipt by Borrower of a certificate as to such amounts (to be conclusive absent manifest error), Borrower shall pay to the relevant Funding such Co-Agent, as applicable, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupAffected Entity, such amounts charged to such Funding Source Affected Entity or such amounts to otherwise compensate such Funding Source Affected Entity for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4, 2000the date --------------------------------- hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or agency (a “Regulatory Change”): comparable agency: (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1Source) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand presentation to the Seller of a certificate setting forth the basis for such determination and the additional amounts reasonably determined by the AgentAdministrative Agent to reasonably compensate such Funding Source for the period of up to 90 days prior to the date on which such certificate is delivered to Seller, Seller shall pay to the relevant Funding Administrative Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption after the date hereof of any applicable law, rule or regulation (including any applicable lawregulation, rule or regulation regarding capital adequacy)accounting principle, any accounting principles or any change in any of therein after the foregoingdate hereof, or any change in the interpretation or administration thereof by the Financial any Governmental Authority or Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency Authority charged with the interpretation or administration thereof, or compliance by any Conduit Funding Source, the Agent or any Purchaser (collectively, the “Funding Parties”) with any request or directive (whether or not having the force of law) after the date hereof of any such authority Governmental Authority or agency Accounting Authority (a “Regulatory Change”): (ia) that subjects any Funding Source Party to any charge or withholding on or in connection with respect to any a Funding Agreement or a this Agreement (collectively, the “Funding Source’s obligations under a Funding AgreementDocuments”) or any Receivable, or on or with respect to the Receivables, or (b) changes the basis of taxation of payments to any of the Funding Source Parties of any amounts payable under any of the Funding Agreement Documents (except for changes in the rate of tax Tax on the overall net income of a such Funding Source or taxes excluded by Section 10.1Party), (c) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Sourceof, or any credit extended by a by, any of the Funding Source pursuant to a Funding Agreement or Parties, (iiid) that imposes any other condition has the result effect of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce reducing the rate of return on a such Funding SourceParty’s capital as to a consequence level below that which such Funding Party could have achieved but for such adoption, change or compliance (taking into consideration such Funding Party’s policies concerning capital adequacy) or (e) imposes any other condition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to, any Funding Party of its obligations commitment under a any Funding AgreementDocument or of purchasing, maintaining or funding any interest acquired under any Funding Document, (y) to reduce the amount of any sum received or receivable by a by, or to reduce the rate of return of, any Funding Source Party under a any Funding Agreement Document or (z) to require any payment calculated by reference to the amount of interests or loans held or interest amounts received by itit hereunder, then, upon demand by the Agent, the Seller shall pay to the relevant Funding Agent, Agent for the benefit account of the relevant Funding Source with respect to Person such Funding Agent’s Conduit Group, such additional amounts charged to such Funding Source as will compensate the Agent or such amounts Purchaser (or, in the case of the Conduit, will enable the Conduit to otherwise compensate such any Conduit Funding Source Source) for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iiiii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the related Lender Group Agent, Seller Borrower shall pay to the relevant Funding such Lender Group Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance any interpretation of FASB Interpretation Accounting Research Bulletin No. 46, or any other change in accounting standards or 51 by 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 Committed Purchaser or any other Funding Source, such event Financial Accounting Standards Board shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under an adoption, change, request or directive subject to this SectionSection 10.2. Borrower’s obligation to pay any amounts with respect to taxes shall be governed exclusively by Section 10.4.

Increased Cost and Reduced Return. (a) If after April 4, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of any Regulatory Change after the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): date hereof: (i) that which subjects any Funding Source to any charge or withholding on or tax of any kind whatsoever with respect to this Agreement, any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes excluding net income taxes and franchise or gross receipts taxes (imposed in the rate lieu of tax net income taxes) imposed on the overall net income Funding Source as a result of a present or former connection between the jurisdiction of the government or taxing authority imposing such tax and such Funding Source or taxes excluded by Section 10.1any political subdivision or taxing authority thereof or therein) or (ii) that which imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or Agreement, (iii) that which imposes any requirement regarding capital adequacy in respect of such Funding Source (or any corporation controlling such Funding Source), and the effect thereof is to reduce the rate of return on such Funding Source's or such corporation's capital as a consequence of obligations existing hereunder to a level below which could have been achieved but for such Regulatory Change (taking into consideration such Funding Source's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Funding Source to be material, or (iv) which imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon within five Business Days following demand by the Agent, the Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) If after April 4the date hereof (or, 2000in the case of a Person that becomes a Funding Source after the date hereof, after the date such Person becomes a Funding Source), any Funding Source shall be charged any fee, expense or increased cost cost, or such Funding Source's return shall be reduced, on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “Regulatory Change”"REGULATORY CHANGE"): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.110.2) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source Source, pursuant to a Funding Agreement or (iii) that imposes or results in any other condition (other than with respect to taxes) the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, such Funding Source shall notify the Agents and the Transferor within 90 days after any Regulatory Change giving rise to any such fee, expense, increased cost or reduced return and, upon written demand by the Agentapplicable Co-Agent setting forth in reasonable detail the basis for and computation of the amount of such claim, Seller Transferor shall pay to the relevant Funding such Co-Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, or any other change in accounting standards or the issuance Failure of any other pronouncement, release or interpretation, causes or requires Funding Source to give notice within the consolidation of all or 90-day period following a portion of Regulatory Change shall limit the assets and liabilities of Company or Seller with the assets and liabilities of the Agent, any Committed Purchaser or any other applicable Funding Source's right to reimbursement to any such fees, such event shall constitute a circumstance expenses, increased costs or reduced returns that accrue or are incurred from and after the date on which such Funding Source may base a claim for reimbursement under this Sectionnotice is actually given.

Increased Cost and Reduced Return. (a) If after April 4any Regulatory Change, 2000, any except for changes in the rate of tax on the overall net income of a Funding Source shall be charged any feeor taxes excluded by Section 9.1, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to this Agreement or any other Funding Agreement or a Funding Source’s obligations under a this Agreement or any other Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under this Agreement or any other Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of a Funding Source, or credit extended by a Funding Source pursuant to a this Agreement or any other Funding Agreement (except the reserve requirement reflected in the LIBO Rate) or (iii) that imposes any other condition affecting this Agreement or any Funding Agreement and the result of which any of the foregoing is to increase the cost to a Funding Source of performing its obligations under a this Agreement or any other Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a this Agreement or any other Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a this Agreement or any other Funding Agreement Agreement, or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, it then, upon within forty five (45) days following demand therefor by the Collateral Agent or the relevant Managing Agent, Seller shall pay to the relevant Funding Agentpay, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit Groupas set forth in Section 9.2(b), such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For ; provided, that (x) Seller shall only be liable for amounts in respect of increased costs or reduced returns for the avoidance period of doubtup to ninety (90) days prior to the date on which such demand was made, if (y) such Funding Source shall have applied consistent return metrics to other similarly situated borrowers or obligors (after consideration of facility pricing, structure, usage patterns, capital treatment and relationship) with respect to such increased costs or reduced returns and (z) to the issuance of FASB Interpretation No. 46extent that any Funding Agreement described in this Section 9.2(a) covers facilities in addition to this Agreement, 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 Committed each Conduit Purchaser or any other Funding Source, as the case may be, shall allocate the liability for any such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.increased costs or reductions among Seller and other Persons with

Increased Cost and Reduced Return. If after April 4, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption after the date hereof of any applicable law, rule or regulation (including any applicable lawregulation, rule or regulation regarding capital adequacy), any accounting principles or any change in any of therein after the foregoingdate hereof, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Funding Source, the Agent, any Purchaser Agent or any Purchaser (collectively, the "Funding Parties") with any request or directive (whether or not having the force of law) after the date hereof of any such authority or agency Governmental Authority (a “"Regulatory Change”): ") (ia) that subjects any Funding Source Party to any charge or withholding on or in connection with respect to any a Funding Agreement or a this Agreement (collectively, the "Funding Source’s obligations under a Funding AgreementDocuments") or any Receivable, or on or with respect to the Receivables, or (b) changes the basis of taxation of payments to any of the Funding Source Parties of any amounts payable under any of the Funding Agreement Documents (except for changes in the rate of tax Tax on the overall net income of a such Funding Source or taxes excluded by Section 10.1Party), (c) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Sourceof, or any credit extended by a by, any of the Funding Source pursuant to a Funding Agreement or Parties, (iiid) that imposes any other condition has the result effect of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce reducing the rate of return on such Funding Party's capital to a level below that which such Funding Source’s Party could have achieved but for such adoption, change or compliance (taking into consideration such Funding Party's policies concerning capital as adequacy) or (e) imposes any other condition, and the result of any of the foregoing is (x) to impose a consequence cost on, or increase the cost to, any Funding Party of its obligations commitment under a any Funding AgreementDocument or of purchasing, maintaining or funding any interest acquired under any Funding Document, (y) to reduce the amount of any sum received or receivable by a by, or to reduce the rate of return of, any Funding Source Party under a any Funding Agreement Document or (z) to require any payment calculated by reference to the amount of interests or loans held or interest amounts received by itit hereunder, then, upon demand by the Agent or the applicable Purchaser Agent, the Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source Agent (with respect to amounts owed to it) or the applicable Purchaser Agent (with respect to amounts owed to it or any Purchaser in its Purchaser Group) for the account of the Person such Funding additional documented amounts as will compensate the Agent’s Conduit Group, such amounts charged to such Funding Source the Purchaser Agent or such amounts Purchaser (or, in the case of any Conduit Purchaser, will enable such Conduit Purchaser to otherwise compensate such any Funding Source Source) for such increased cost or such reduction. For ; provided, however, that the avoidance of doubt, if the issuance of FASB Interpretation No. 46, or any other change in accounting standards Agent or the issuance Purchase Agent, as applicable, shall promptly notify the Seller of any other pronouncementevent (the "Applicable Event") which might cause such Person to seek compensation, release or interpretationand the Seller shall be obligated to pay only such compensation which is incurred after the date sixty (60) days prior to the date such notice is given; provided, causes or requires however, that such 60 day limitation shall not apply to any such compensation that is applicable retroactively to periods prior to the consolidation of all or a portion effective date of the assets and liabilities of Company or Applicable Event so long as the Agent notifies the Seller with the assets and liabilities of the Agent, any Committed Purchaser or any other Funding Source, such event shall constitute Applicable Event within 60 days of a circumstance on which such Funding Source may base a claim for reimbursement under this Sectionresponsible officer of the Agent receiving actual knowledge thereof.

Increased Cost and Reduced Return. (a) If after April 4the date hereof, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoingregulation, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority authority, central bank or agency comparable agency, shall impose, modify or deem applicable any reserve (a “Regulatory Change”): (i) that subjects including, without limitation, any Funding Source to any charge or withholding on or such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Funding Agreement or a Funding Source’s obligations under a Funding AgreementEuro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of a Funding Sourceof, or credit extended by a Funding Source pursuant to a Funding Agreement by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or the London interbank market any other condition affecting its Fixed Rate Loans, any Note that relates to Fixed Rate Loans or its obligation to make, Continue or Convert into Fixed Rate Loans and the result of which any of the foregoing is to increase the cost to a Funding Source such Bank (or its Applicable Lending Office) of performing its obligations under a Funding Agreementmaking, maintaining, Continuing or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding AgreementConverting into any Fixed Rate Loan, or to reduce the amount of any sum received or receivable by a Funding Source such Bank (or its Applicable Lending Office) under a Funding this Agreement or under any Note that relates to require any payment calculated Fixed Rate Loans, by reference an amount deemed by such Bank to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy to the Administrative Agent), Seller shall the Borrower agrees to pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit Group, Bank such additional amount or amounts charged to such Funding Source or such amounts to otherwise as will compensate such Funding Source Bank for such increased cost or such reduction. For the avoidance reduction which arise out of doubt, if the issuance of FASB Interpretation No. 46, its Loans 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this SectionNotes.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) law of any such authority or agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.110.1 and Section 10.2) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Managing Agent, Seller shall pay to the relevant Funding applicable Managing Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts reasonably calculated to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 a Conduit or Seller with the assets and liabilities of the a Managing Agent, any Committed Purchaser Financial Institution or any other Funding SourceSource resulting in increased costs or increased capital requirements, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4the date hereof, 2000, any Funding Source shall be charged any fee, expense a Change of Law or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof compliance by the Financial Accounting Standards Board Bank (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance its Lending Office) with any request or directive (whether or not having the force of law) of any such authority Authority: shall subject the Bank (or agency (a “Regulatory Change”): (iits Lending Office) that subjects any Funding Source to any tax, duty or other charge or withholding on or with respect to any Funding Agreement its Advances, the Notes or a Funding Source’s obligations under a Funding Agreementits obligation to make or maintain Advances, or on or with respect to the Receivables, or changes shall change the basis of taxation of payments to the Bank (or its Lending Office) of the principal of or interest on its Advances or any Funding Source other amounts due under this Agreement in respect of any amounts payable under any Funding Agreement its Advances or its obligation to make or maintain Advances (except for changes in the rate of tax on the overall net income of a Funding Source the Bank or taxes excluded its Lending Office imposed by Section 10.1) the jurisdiction in which the Bank's principal executive office or (ii) that imposesLending Office is located); or shall impose, modifies modify or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Advance any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of a Funding Sourceof, or credit extended by a Funding Source pursuant to a Funding Agreement by, the Bank (or its Lending Office); or shall impose on the Bank (iiior its Lending Office) that imposes or the London interbank market any other condition affecting its Advances, its Notes or its obligation to make or maintain Advances; and the result of which any of the foregoing is to increase the cost to a Funding Source the Bank (or its Lending Office) of performing its obligations under a Funding Agreement, making or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreementmaintaining any Advance, or to reduce the amount of any sum received or receivable by a Funding Source the Bank (or its Lending Office) under a Funding this Agreement or under either Note with respect thereto, by an amount deemed by the Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by the AgentBank, Seller the Borrower shall pay to the relevant Funding Agent, for Bank such additional amount or amounts as will compensate the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit Group, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source Bank for such increased cost or reduction. If the Bank shall have determined that after the date hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by the Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on the Bank's capital as a consequence of its obligations under this Agreement with respect to any Advance to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within 15 days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for such reduction. For The Bank will promptly notify the avoidance Borrower of doubtany event of which it has knowledge, occurring after the date hereof, which will entitle the Bank to compensation pursuant to this Section and will designate a different Lending Office if such designation will avoid the issuance of FASB Interpretation No. 46need for, or any other change reduce the amount of, such compensation and will not, in accounting standards or the issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a portion judgment of the assets and liabilities of Company or Seller with Bank, be otherwise disadvantageous to the assets and liabilities Bank. A certificate of the Agent, any Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement Bank claiming compensation under this SectionSection and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. The provisions of this Section shall be applicable with respect to any Participant in, or Assignee or other Transferee of, the obligations of the Borrower hereunder to the Bank, and any calculations required by such provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. If after April 4June 30, 20002000 with respect to any Funding Source relating to the Bank One Company, after the Original Closing Date with respect to any Funding Source relating to the CL Company, after November 20, 2003 with respect to any Funding Source relating to the Rabo Company or the Wachovia Company, or after the date hereof with respect to any other Funding Source, any such Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding fourth amended and restated receivables purchase agreement Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, each Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 any Company or any Seller with the assets and liabilities of the Agent, any Committed Purchaser Financial Institution or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section. If less than all of the Financial Institutions are subject to any Regulatory Change giving rise to a demand by the Agent pursuant to Section 10.2(a), each Financial Institution so subject, at the request of the Administrative Seller, the Company in such Financial Institution’s Purchaser Group or the Agent, shall assign all of its rights and obligations hereunder to (i) another Financial Institution in such Financial Institution’s Purchaser Group or (ii) another funding entity nominated by the Administrative Seller or the Agent that is acceptable to the Company in such Financial Institution’s Purchaser fourth amended and restated receivables purchase agreement Group and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Financial Institution and that is not so subject; provided that (i) the subject Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Financial Institution’s Pro Rata Share of the Capital and Yield owing to all of the Financial Institutions in such Financial Institution’s Purchaser Group and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Financial Institutions in such Financial Institution’s Purchaser Group, and (ii) the replacement Financial Institution otherwise satisfies the requirements of Section 12.1(b).

Increased Cost and Reduced Return. If after April 4By way of clarification, 2000and not of limitation, any Funding Source shall be charged any feeof Section 6.1, expense or increased cost on account of if the adoption of any applicable law, rule rule, regulation or regulation (including any applicable lawaccounting principle, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial any Governmental Authority or Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency Authority charged with the interpretation or administration thereof, or compliance by any Funding Source, the Agent, any Purchaser Agent or any Purchaser (collectively, the "Funding Parties") with any request or directive (whether or not having the force of law) of any such authority Governmental Authority or agency Accounting Authority (a “"Regulatory Change”): ") (ia) that subjects any Funding Source Party to any charge or withholding on or in connection with respect to any a Funding Agreement or a this Agreement (collectively, the "Funding Source’s obligations under a Funding AgreementDocuments") or any Receivable, or on or with respect to the Receivables, or (b) changes the basis of taxation of payments to any of the Funding Source Parties of any amounts payable under any of the Funding Agreement Documents (except for changes in the rate of tax Tax on the overall net income of a such Funding Source or taxes excluded by Section 10.1Party), (c) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Sourceof, or any credit extended by a by, any of the Funding Source pursuant to a Funding Agreement or Parties, (iiid) that imposes any other condition has the result effect of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce reducing the rate of return on such Funding Party's capital to a level below that which such Funding Source’s Party could have achieved but for such adoption, change or compliance (taking into consideration such Funding Party's policies concerning capital as adequacy) or (e) imposes any other condition, and the result of any of the foregoing is (x) to impose a consequence cost on, or increase the cost to, any Funding Party of its obligations commitment under a any Funding AgreementDocument or of purchasing, maintaining or funding any interest acquired under any Funding Document, (y) to reduce the amount of any sum received or receivable by a by, or to reduce the rate of return of, any Funding Source Party under a any Funding Agreement Document or (z) to require any payment calculated by reference to the amount of interests or loans held or interest amounts received by itit hereunder, then, upon demand by the Agent or the applicable Purchaser Agent, the Seller shall pay to the relevant Funding Agent, (with respect to amounts owed to it) or the applicable Purchaser Agent (with respect to amounts owed to it or any Purchaser in its Purchaser Group) for the benefit account of the relevant Person such additional amounts as will compensate the Agent, such Purchaser Agent or such Purchaser (or, in the case of any Conduit Purchaser, will enable such Conduit Purchaser to compensate any Funding Source Source) for such increased cost or reduction. Each Funding Party agrees that on the occurrence of any event giving rise to the operation of this Section 6.2 with respect to such Funding Agent’s Conduit GroupParty, such amounts charged it will, if requested by the Seller, use reasonable efforts (subject to overall policy considerations of such Funding Source or Party) to designate another office for any credit accommodation affected by such amounts to otherwise compensate event, provided that such designation is made on such terms that such Funding Source for such increased cost Party and its office suffer no economic, legal or such reduction. For regulatory disadvantage, with the avoidance object of doubt, if avoiding the issuance of FASB Interpretation No. 46, 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 consequence of the assets and liabilities event giving rise to the operation of Company or Seller with the assets and liabilities of the Agent, any Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “" Regulatory Change”Change " ): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of franchise taxes or tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For ; provided, however, such claim for compensation is made no more than 45 days after the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 occurrence of the assets and liabilities events giving rise to such increased cost or reduction in the rate of Company or Seller with the assets and liabilities of the Agent, any Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Sectionreturn.

Increased Cost and Reduced Return. If after April 4, 2000the date ------------------------------------- hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “"Regulatory Change”"): (i) that subjects ----------------- any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies ------------ or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): : (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon written demand by the AgentAgent no later than ninety (90) days after the adoption of such Regulatory Change, Seller shall the Borrowers, jointly and severally, agree to pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For In the avoidance of doubtevent that the Agent fails to give Borrowers notice within the ninety (90) day time limitation prescribed above, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, Borrower shall have no obligation to pay such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement compensation hereunder. Borrowers shall have no obligation to pay any amount with respect to claims accruing under this SectionSection 10.2(a) prior to the 90th day preceding written demand therefor from Agent.

Increased Cost and Reduced Return. (a) If after April 4, 2000the date hereof, any Funding Source Affected Entity shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change therein in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): (i) that which subjects any Funding Source Affected Entity to any charge or withholding on or with respect to this Agreement, any Funding Agreement or a Funding Sourcean Affected Entity’s obligations under this Agreement or a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source Affected Entity of any amounts payable under this Agreement or any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1an Affected Entity) or (ii) that which imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Sourcean Affected Entity, or credit extended by a Funding Source an Affected Entity pursuant to this Agreement or a Funding Agreement or (iii) that which imposes any other condition the result of which is to increase the cost to a Funding Source an Affected Entity of performing its obligations under this Agreement or a Funding Agreement, or to reduce the rate of return on a Funding Sourcean Affected Entity’s capital as a consequence of its obligations under this Agreement or a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source an Affected Entity under this Agreement or a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agentapplicable Purchaser, the Seller shall pay to the relevant Funding Agentsuch Purchaser, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupAffected Entity, such amounts charged to such Funding Source Affected Entity or such amounts to otherwise compensate such Funding Source Affected Entity for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 4646R, 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 any Conduit or the Seller with the assets and liabilities of the Agent, any Committed Purchaser or any other Funding SourceAffected Entity, such event shall constitute a circumstance on which such Funding Source Affected Entity may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) If after April 4June 30, 20002000 with respect to any Funding Source relating to the Bank One Company, or after the date hereof with respect to any other Funding Source, any such Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “"Regulatory Change”"): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Increased Cost and Reduced Return. If after April 4, 2000the date --------------------------------- hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or agency (a “Regulatory Change”): comparable agency: (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1Source) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon within ten (10) days following demand therefor by the Collateral Agent or the relevant Managing Agent, Seller shall pay to the relevant Funding applicable Managing Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption after the date hereof of any applicable law, rule or regulation (including any applicable lawregulation, rule or regulation regarding capital adequacy), any accounting principles or any change in any of therein after the foregoingdate hereof, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Funding Source, the Agent, any Purchaser Agent or any Purchaser (collectively, the “Funding Parties") with any request or directive (whether or not having the force of law) after the date hereof of any such authority or agency Governmental Authority (a “Regulatory Change”): ") (ia) that subjects any Funding Source Party to any charge or withholding on or in connection with respect to any a Funding Agreement or a this Agreement (collectively, the “Funding Source’s obligations under a Funding AgreementDocuments") or any Receivable, or on or with respect to the Receivables, or (b) changes the basis of taxation of payments to any of the Funding Source Parties of any amounts payable under any of the Funding Agreement Documents (except for changes in the rate of tax Tax on the overall net income of a such Funding Source or taxes excluded by Section 10.1Party), (c) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Sourceof, or any credit extended by a by, any of the Funding Source pursuant to a Funding Agreement or Parties, (iiid) that imposes any other condition has the result effect of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce reducing the rate of return on a such Funding SourceParty’s capital as to a consequence level below that which such Funding Party could have achieved but for such adoption, change or compliance (taking into consideration such Funding Party’s policies concerning capital adequacy) or (e) imposes any other condition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to, any Funding Party of its obligations commitment under a any Funding AgreementDocument or of purchasing, maintaining or funding any interest acquired under any Funding Document, (y) to reduce the amount of any sum received or receivable by a by, or to reduce the rate of return of, any Funding Source Party under a any Funding Agreement Document or (z) to require any payment calculated by reference to the amount of interests or loans held or interest amounts received by itit hereunder, then, upon demand by the Agent or the applicable Purchaser Agent, the Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source Agent (with respect to amounts owed to it) or the applicable Purchaser Agent (with respect to amounts owed to it or any Purchaser in its Purchaser Group) for the account of the Person such Funding additional amounts as will compensate the Agent’s Conduit Group, such amounts charged to such Funding Source Purchaser Agent or such amounts Purchaser (or, in the case of any Conduit Purchaser, will enable such Conduit Purchaser to otherwise compensate such any Funding Source Source) for such increased cost or such reduction. For Without limiting the avoidance foregoing, the Seller acknowledges and agrees that the fees and other amounts payable by the Seller to the Purchasers and the Agent have been negotiated on the basis that the unused portion of doubt, if the issuance of FASB Interpretation Noeach Liquidity Provider’s Commitment is treated as a “short term commitment” for which there is no regulatory capital requirement. 46, If any Liquidity Provider determines it is required to maintain capital against its Unused Commitment (or any other change Purchaser is required to maintain capital against its Investment) in accounting standards or the issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a portion excess of the assets and liabilities amount of Company or Seller with capital it would be required to maintain against a funded loan in the assets and liabilities of the Agent, any Committed Purchaser or any other Funding Sourcesame amount, such event Purchaser shall constitute a circumstance on which such Funding Source may base a claim for reimbursement be entitled to compensation under this SectionSection 6.2.

Increased Cost and Reduced Return. (a) If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “"Regulatory Change”"): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, accompanied by a Certificate, in reasonable detail, setting forth the computation of the amount demanded, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For Notwithstanding the avoidance of doubtforegoing, Seller shall have no liability for any such amounts for which a Funding Source is seeking compensation if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under had actual knowledge of such Regulatory Change more than ninety (90) days prior to the date such Funding Source demands compensation pursuant to this SectionSection 10.2 with respect to such Regulatory Change.

Increased Cost and Reduced Return. (a) If after April 4, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of any Regulatory Change after the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): date hereof: (i) that which subjects any Funding Source to any charge or withholding on or tax of any kind whatsoever with respect to this Agreement, any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes excluding net income taxes and franchise or gross receipts taxes (imposed in the rate lieu of tax net income taxes) imposed on the overall net income Funding Source as a result of a present or former connection between the jurisdiction of the government or taxing authority imposing such tax and such Funding Source or taxes excluded by Section 10.1any political subdivision or taxing authority thereof or therein) or (ii) that which imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or which imposes a requirement that the interest of a Conduit hereunder be accounted for on financial statements as an asset of any Funding Source, (iii) that which imposes any requirement regarding capital adequacy in respect of such Funding Source (or any corporation controlling such Funding Source), and the effect thereof is to reduce the rate of return on such Funding Source's or such corporation's capital as a consequence of obligations existing hereunder to a level below which could have been achieved but for such Regulatory Change (taking into consideration such Funding Source's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Funding Source to be material, or (iv) which imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon within five Business Days following demand by the applicable Managing Agent, the Seller shall pay to the relevant Funding such Managing Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): Change (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand presentation to Seller of a certificate setting forth the basis for such determination and the additional amounts reasonably determined by the AgentAdministrative Agent to reasonably compensate such Funding Source for the period of up to 90 days prior to the date on which such certificate is delivered to Seller, Seller shall pay to the relevant Funding Administrative Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For The term “Regulatory Change” shall mean (i) the avoidance adoption after the date hereof of doubtany applicable law, if rule or regulation (including any applicable law, rule or regulation regarding capital adequacy) or any change therein after the issuance of FASB Interpretation No. 46date hereof, (ii) any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any other change in accounting standards request or directive (whether or not having the issuance force of law) of any other pronouncementsuch authority, release central bank or interpretationcomparable agency, causes or requires (iii) the consolidation of all or a portion of compliance, after the assets and liabilities of Company or Seller date hereof, by any Funding Source with the assets and liabilities of the Agent, any Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.final rule titled Risk-

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source Purchaser shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”)Board, any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): agency: (i) that subjects any Funding Source Purchaser to any charge or withholding on or with respect to any Funding this Agreement or a Funding SourcePurchaser’s obligations under a Funding Agreementhereunder, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source Purchaser of any amounts payable under any Funding Agreement hereunder (except for changes in the rate of tax on the overall net income of a Funding Source Purchaser or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding SourcePurchaser, or credit extended by a Funding Source Purchaser pursuant to a Funding this Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source Purchaser of performing its obligations under a Funding Agreementhereunder, or to reduce the rate of return on a Funding SourcePurchaser’s capital as a consequence of its obligations under a Funding Agreementhereunder, or to reduce the amount of any sum received or receivable by a Funding Source Purchaser under a Funding this Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agentapplicable Purchaser, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupPurchaser, such amounts charged to such Funding Source Purchaser or such amounts to otherwise compensate such Funding Source Purchaser for such increased cost or such reduction. For Notwithstanding the avoidance foregoing, no Purchaser that is not organized under the laws of doubt, if the issuance United States of FASB Interpretation No. 46America, or any other change a state thereof, shall be entitled to reimbursement or compensation hereunder unless and until it has delivered to the Seller two (2) duly completed and signed originals of United States Internal Revenue Service Form W-8BEN or W-8ECI, as applicable, certifying in accounting standards either case that such Purchaser is entitled to receive payments under this Agreement without deduction or the issuance withholding 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this SectionUnited States federal income taxes.

Increased Cost and Reduced Return. (b) If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“"FASB”"), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “"Regulatory Change”"): any Regulatory Change (i) that subjects any Purchaser or any Funding Source to any charge or withholding on or with respect to any Funding Agreement or athis Agreement or a Purchaser's or Funding Source’s 's obligations under a Funding Agreement or this Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Purchaser or any Funding Source of any amounts payable under any Funding Agreement or this Agreement (except for changes in the rate of tax on the overall net income of a Purchaser or Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of a Funding SourceSource or a Purchaser, or credit extended by a Funding Source or a Purchaser pursuant to a Funding Agreement or this Agreement (except for the reserve requirement reflected in the LIBO Rate) or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source or a Purchaser of performing its obligations under a Funding Agreement or this Agreement, or to reduce the rate of return on a Funding Source’s 's or Purchaser's capital as a consequence of its obligations under a Funding Agreement or this Agreement, or to reduce the amount of any sum received or receivable by a Funding Source or a Purchaser under a Funding Agreement or this Agreement, or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon uponwithin sixty (60) days following demand therefor by the Agent, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit Groupor Purchaser, such amounts charged to such Funding Source or Purchaser or such amounts to otherwise compensate such Funding Source or such Purchaser for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Graybar or Seller with the assets and liabilities of the Agent, any Committed Purchaser Financial Institution or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.; provided, that (x) Seller shall only be liable for amounts in respect of increased costs or reduced returns for the period of up to ninety (90) days prior to the date on which such demand was made, except that if the circumstances giving rise to such claim have a retroactive effect, then such ninety (90) day period shall be extended to include the period of such retroactive effect, (y) such Purchaser or Funding Source shall have applied consistent return metrics to other similarly situated borrowers or obligors (after consideration of facility pricing, structure, usage patterns, capital treatment and relationship) with respect to such increased costs or reduced returns and (z) to the extent that any Funding Agreement described in this Section 10.2(a) covers facilities in addition to this Agreement, the Conduit or Funding Source, as the case may be, shall allocate the liability for any such increased costs or reductions among Seller and other Persons with whom such Conduit or Funding Source, as the case may be, has entered into agreements to purchase interests in or finance receivables and other financial assets ("Other Customers"), and Seller shall not be liable for any such increased costs or reductions that are attributable to any Other Customer. The term "

Increased Cost and Reduced Return. (a) If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), adequacy and including any accounting principles rules or regulations issued under or implementing any existing law) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or agency comparable agency, including any request or directive relating to a Funding Source’s calculations of regulatory capital requirements (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1Excluded Taxes) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit deposit, increase in capital or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to 60993798_4.DOC a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by itit (each such Funding Source that suffers any event described in any of the preceding clauses (i)-(iii), an “Affected Entity”), then, upon written demand by the Agentapplicable Co-Agent upon the Borrower (with a copy to the Administrative Agent and Servicer), Seller the Borrower shall pay to the relevant Funding Administrative Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupAffected Entity, such amounts charged to such Funding Source Affected Entity or such amounts to otherwise compensate such Funding Source Affected Entity for such increased cost or such reduction. For ; provided, however, that in the avoidance case of doubta Regulatory Change resulting in an increase in the regulatory capital required to be maintained by any Affected Entity, if the issuance of FASB Interpretation No. 46, or Borrower shall not be liable to compensate such Affected Entity for such increase for any other change in accounting standards or period prior to the issuance of any other pronouncement, release or interpretation, causes or requires 61st day following written notification thereof from the consolidation of all or applicable Co-Agent to the Borrower (with a portion of copy to the assets Administrative Agent and liabilities of Company or Seller with the assets and liabilities of the Agent, any Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this SectionServicer).

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “"Regulatory Change”"): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, the Agent shall notify the Seller of such Regulatory Change and upon demand by the Agent, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) If after April 4June 30, 20002000 with respect to any Funding Source relating to the JPMorgan Company, after the Original Closing Date with respect to any Funding Source relating to the CL Company, after November 20, 2003 with respect to any Funding Source relating to the Rabo Company, after March 30, 2009 with respect to any Funding Source relating to the SunTrust Company, or after the date hereof with respect to any other Funding Source, any such Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): (i) that that(a) If any Regulatory Change (i) subjects any Purchaser or any Funding Source to any charge or withholding on or with respect to any Funding Agreement or athis Agreement or a Purchaser’s or Funding Source’s obligations under a Funding Agreement or this Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Purchaser or any Funding Source of any amounts payable under any Funding Agreement or this Agreement (except for changes in the rate of tax on the overall net income of a Purchaser or Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of a Funding SourceSource or a Purchaser, or credit extended by a Funding Source or a Purchaser pursuant to a Funding Agreement or this Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source or a Purchaser of performing its obligations under a Funding Agreement or this Agreement, or to reduce the rate of return on a Funding Source’s or Purchaser’s capital as a consequence of its obligations under a Funding Agreement or this Agreement, or to reduce the amount of any sum received or receivable by a Funding Source or a Purchaser under a Funding Agreement or this Agreement, or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller eachthe Sellers shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit Groupor Purchaser, such amounts charged to such Funding Source or Purchaser or such amounts to otherwise compensate such Funding Source or such Purchaser for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 any Company or any Seller with the assets and liabilities of the Agent, any Committed Purchaser Financial Institution or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.SectionThe term “

Increased Cost and Reduced Return. If after April 4May 10, 20002002 with respect to any Funding Source relating to the Bank One Conduit, or after the date hereof with respect to any other Funding Source, any such Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): agency: (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding RECEIVABLES PURCHASE AGREEMENT Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 any Conduit or Seller with the assets and liabilities of the Agent, any Committed Purchaser Agent, any Financial Institution or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) If after April 4, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): Change (i) that subjects any Purchaser or any Funding Source to any charge or withholding on or with respect to any Funding Agreement or this Agreement or a Purchaser’s or Funding Source’s 's obligations under a Funding Agreement or this Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Purchaser or any Funding Source of any amounts payable under any Funding Agreement or this Agreement (except for changes in the rate of tax on the overall net income of a Purchaser or Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, fee, tax (except for taxes excluded by Section 10.1), insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of a Funding SourceSource or a Purchaser, or credit extended by a Funding Source or a Purchaser pursuant to a Funding Agreement or this Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source or a Purchaser of performing its obligations under a Funding Agreement or this Agreement, or to reduce the rate of return on a Funding Source's or Purchaser’s capital as a consequence of its obligations under a Funding Agreement or this Agreement, or to reduce the amount of any sum received or receivable by a Funding Source or a Purchaser under a Funding Agreement or this Agreement, or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, the applicable Managing Agent shall notify the Seller of such Regulatory Change and upon demand by the such Managing Agent, the Seller shall pay to the relevant Funding Agent, such Managing Agent (for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit Groupor Purchaser), such amounts charged to such Funding Source or Purchaser or such amounts to otherwise compensate such Funding Source or such Purchaser for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, ; provided that such event Managing Agent shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.provide the

Increased Cost and Reduced Return. If after April 4, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “"Regulatory Change”): ": (i) that subjects any Funding Source to any tax, duty or other charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall revenues or net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Co-Agent, Seller Borrower shall pay to the relevant Funding such Co-Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For Each Funding Source will promptly notify the avoidance applicable Co-Agent, and such Co-Agent will promptly thereafter notify Borrower, of doubtany event of which it has knowledge, occurring after the date such Funding Source first became entitled to the benefits of this Section, which will entitle such Funding Source to compensation pursuant to this Section and will, if possible, designate a different lending office if such designation will avoid the issuance of FASB Interpretation No. 46need for, or any other change reduce the amount of, such compensation and will not, in accounting standards or the issuance judgment 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 Committed Purchaser or any other such Funding Source, be otherwise materially disadvantageous to such event Funding Source. A certificate of any Funding Source claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder and showing in reasonable detail the calculation thereof shall constitute a circumstance on which be conclusive in the absence of manifest error. In determining such amount, such Funding Source may base a claim for reimbursement under this Sectionuse any reasonable averaging and attribution methods previously disclosed in writing to Borrower.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption after the date hereof of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change after the date hereof in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “Regulatory Change”"REGULATORY CHANGE"): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4June 28, 20002001 with respect to any Funding Source relating to the Bank One Company, or after the date hereof with respect to any other Funding Source, any such Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “"Regulatory Change”"): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4By way of clarification, 2000and not of limitation, any Funding Source shall be charged any feeof Section 6.1, expense or increased cost on account of if the adoption after the date hereof of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoingregulation, or any change therein after the date hereof, or any change after the date hereof in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Windmill Funding Source, the Agent or any Purchaser (collectively, the "Funding Parties") with any request or directive issued after the date hereof (whether or not having the force of law) of any such authority or agency Governmental Authority (a “"Regulatory Change”): ") (ia) that subjects any Funding Source Party to any charge or withholding on or in connection with respect to any a Funding Agreement or a this Agreement (collectively, the "Funding Source’s obligations under a Funding AgreementDocuments") or any Receivable, or on or with respect to the Receivables, or (b) changes the basis of taxation of payments to any of the Funding Source Parties of any amounts payable under any of the Funding Agreement Documents (except for changes in the rate of tax Tax on the overall net income of a such Funding Source or taxes excluded by Section 10.1Party), (c) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Sourceof, or any credit extended by a by, any of the Funding Source pursuant to a Funding Agreement or Parties, (iiid) that imposes any other condition has the result effect of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce reducing the rate of return on such Funding Party's capital to a level below that which such Funding Source’s Party could have achieved but for such adoption, change or compliance (taking into consideration such Funding Party's policies concerning capital as adequacy) or (e) imposes any other condition, and the result of any of the foregoing is (x) to impose a consequence cost on, or increase the cost to, any Funding Party of its obligations commitment under a any Funding AgreementDocument or of purchasing, maintaining or funding any interest acquired under any Funding Document, (y) to reduce the amount of any sum received or receivable by a by, or to reduce the rate of return of, any Funding Source Party under a any Funding Agreement Document or (z) to require any payment calculated by reference to the amount of interests or loans held or interest amounts received by itit hereunder, then, upon demand by the Agent, the Seller shall pay to the relevant Funding Agent, Agent for the benefit account of the relevant Funding Source with respect to Person such Funding Agent’s Conduit Group, such additional amounts charged to such Funding Source as will compensate the Agent or such amounts Purchaser (or, in the case of Windmill, will enable Windmill to otherwise compensate such any Windmill Funding Source Source) for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption after the date hereof of any applicable law, rule or regulation (including any applicable lawregulation, rule or regulation regarding capital adequacy), any accounting principles or any change in any of therein after the foregoingdate hereof, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Amsterdam Funding Source, the Agent or any Purchaser (collectively, the "FUNDING PARTIES") with any request or directive (whether or not having the force of law) after the date hereof of any such authority or agency Governmental Authority (a “Regulatory Change”): "REGULATORY CHANGE") (ia) that subjects any Funding Source Party to any charge or withholding on or in connection with respect to any a Funding Agreement or a Funding Source’s obligations under a Funding Agreementthis Agreement (collectively, the "FUNDING Documents") or on or with respect to the Receivablesany Receivable, or (b) changes the basis of taxation of payments to any of the Funding Source Parties of any amounts payable under any of the Funding Agreement Documents (except for changes in the rate of tax Tax on the overall net income of a such Funding Source or taxes excluded by Section 10.1Party), (c) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Sourceof, or any credit extended by a by, any of the Funding Source pursuant to a Funding Agreement or Parties, (iiid) that imposes any other condition has the result effect of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce reducing the rate of return on such Funding Party's capital to a level below that which such Funding Source’s Party could have achieved but for such adoption, change or compliance (taking into consideration such Funding Party's policies concerning capital as adequacy) or (e) imposes any other condition, and the result of any of the foregoing is (x) to impose a consequence cost on, or increase the cost to, any Funding Party of its obligations commitment under a any Funding AgreementDocument or of purchasing, maintaining or funding any interest acquired under any Funding Document, (y) to reduce the amount of any sum received or receivable by a by, or to reduce the rate of return of, any Funding Source Party under a any Funding Agreement Document or (z) to require any payment calculated by reference to the amount of interests or loans held or interest amounts received by itit hereunder, then, upon demand by the Agent, the Seller shall pay to the relevant Funding Agent, Agent for the benefit account of the relevant Funding Source with respect to Person such Funding Agent’s Conduit Group, such additional amounts charged to such Funding Source as will compensate the Agent or such amounts Purchaser (or, in the case of Amsterdam, will enable Amsterdam to otherwise compensate such any Amsterdam Funding Source Source) for such increased cost or such reduction. For Without limiting the avoidance foregoing, the Seller acknowledges and agrees that the fees and other amounts payable by the Seller to the Purchasers and the Agent have been negotiated on the basis that the unused portion of doubteach Liquidity Provider's Commitment is treated as a "SHORT TERM COMMITMENT" for which there is no regulatory capital requirement and the Enhancer's Commitment carries the same capital requirement as a funded loan in the same amount. If any Liquidity Provider determines it is required to maintain capital against its Unused Commitment, or if the issuance of FASB Interpretation No. 46, Enhancer is required to maintain capital on its Unused Commitment (or any other change Purchaser is required to maintain capital against its Investment) in accounting standards or the issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a portion excess of the assets and liabilities amount of Company or Seller with capital it would be required to maintain against a funded loan in the assets and liabilities of the Agent, any Committed Purchaser or any other Funding Sourcesame amount, such event Purchaser shall constitute a circumstance on which such Funding Source may base a claim for reimbursement be entitled to compensation under this SectionSection 6.2.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“"FASB”"), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “"Regulatory Change”"): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the AgentAgent (such demand to set forth in reasonable detail the calculation of any additional amounts requested by Agent or such Funding Source), Seller shall (a) pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction, and (b) if doing so would reduce or eliminate the additional amounts requested by Agent or such Funding Source, elect to convert any affected Purchaser Interests (whether then existing or arising in the future) of Conduit to Purchaser Interests of the Financial Institutions (or, without committing Conduit to purchase any Purchaser Interest, convert any affected Purchaser Interests of the Financial Institutions to Purchaser Interests of Conduit), so long as Seller pays all applicable Broken Funding Costs. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser Financial Institution or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section. All claims for reimbursement of any amount other than a tax under this Section 10.2 must be made to the Seller within 270 days of the incurrence thereof.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any adequacy or accounting principles standards) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental or regulatory authority, any accounting standards board or authority, central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, accounting board, central bank or comparable agency (a “"Regulatory Change”"): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.111.1) or (ii) that imposes, modifies or deems applicable any reserve, capital maintenance requirement, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement Agreement, including, without limitation, any reserve requirement which is imposed in respect of Eurocurrency liabilities as defined in Regulation D of the Board of Governors of the Federal Reserve System or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, and the result of any of the foregoing is to increase the actual cost to such Funding Source, of making, continuing or maintaining Investor Interests or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Seller shall promptly pay upon demand by the Agent, Seller shall pay to the relevant Funding applicable Managing Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 the Originator or the Seller with the assets and liabilities of the Deal Agent, any Committed Purchaser Managing Agent, any Alternate Investor or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under Regulatory Change subject to this SectionSection 11.2.

Increased Cost and Reduced Return. (a) If after April 4, 2000the Closing Date, any Funding Source Affected Entity shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): Change (i) that subjects any Funding Source such Affected Entity to any charge or withholding on or with respect to any Funding Agreement or a Funding Sourcesuch Affected Entity’s obligations under a any Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source such Affected Entity of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source such Affected Entity or taxes excluded by Section 10.1Excluded Taxes) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Sourcesuch Affected Entity, or credit extended by a Funding Source such Affected Entity pursuant to a any Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source such Affected Entity of performing its obligations under a any Funding Agreement, or to reduce the rate of return on a Funding Sourcesuch Affected Entity’s capital as a consequence of its obligations under a any Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source such Affected Entity under a any Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Co-Agent, Seller on behalf of such Affected Entity, and receipt by Borrower of a certificate as to such amounts (to be conclusive absent manifest error), Borrower shall pay to the relevant Funding such Co-Agent, as applicable, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupAffected Entity, such amounts charged to such Funding Source Affected Entity or such amounts to otherwise compensate such Funding Source Affected Entity for such increased cost or such reduction. For Notwithstanding anything in this Agreement to the avoidance contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder, issued in connection therewith or in implementation thereof (whether or not having the force of doubtlaw) and (y) all requests, if rules, regulations, guidelines, interpretations or directives promulgated by the issuance of FASB Interpretation No. 46Bank for International Settlements, the Basel Committee on Banking Supervision (or any other change in accounting standards successor or similar authority) or the issuance United States or foreign regulatory authorities (whether or not having the force of any other pronouncementlaw), release or interpretationin each case pursuant to Basel III, causes or requires shall be deemed to be adopted and effective after the consolidation of all or a portion Closing Date regardless of the assets date enacted, adopted, issued, promulgated or implemented (including for purposes of Section 10.1 and liabilities of Company or Seller with the assets and liabilities of the Agent, any Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this SectionSection 10.2).

Increased Cost and Reduced Return. (a) If on or after April 4the date hereof, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoingregulation, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance in good faith by any Lender (or its applicable lending office) or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority authority, central bank or agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge comparable agency, shall impose, modify or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems deem applicable any reservereserve (including, assessmentwithout limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of a Funding Sourceof, or credit (including letters of credit and participations therein) extended by a Funding Source pursuant to a Funding Agreement by, any Lender (or its applicable lending office) or any LC Issuer or shall impose on any Lender (iiior its applicable lending office) that imposes or any LC Issuer or on the United States market for certificates of deposit or any other condition affecting its Loans, its Notes or its obligation to make Loans or its obligations hereunder in respect of Letters of Credit and the result of which any of the foregoing is to increase the cost to a Funding Source such Lender (or its applicable lending office) or such LC Issuer of performing its obligations under a Funding Agreement, making or to reduce the rate maintaining any Loan or issuing or participating in any Letter of return on a Funding Source’s capital as a consequence of its obligations under a Funding AgreementCredit, or to reduce the amount of any sum received or receivable by a Funding Source such Lender (or its applicable lending office) or such LC Issuer under a Funding this Agreement or under its Note with respect thereto, by an amount deemed by such Lender or LC Issuer to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Lender (with a copy to the Agent), Seller the Company shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit Group, Lender or LC Issuer such additional amount or amounts charged to such Funding Source or such amounts to otherwise as will compensate such Funding Source Lender or LC Issuer for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“"FASB”'), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “"Regulatory Change”"): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction; provided, however, in no event shall Seller be liable for the payment of any such amounts with respect to any increased cost or reduced return accruing more than ninety (90) days after the Agent obtained knowledge of such increased cost or reduced return unless the Agent shall notify Seller of the same and then only the portion accruing after the date of such notice. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser Financial Institution or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change therein in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“"FASB”"), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”"REGULATORY CHANGE"): (i) that which subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1Source) or (ii) that which imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that which imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, the Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 FALCON or Seller with the assets and liabilities of the Agent, any Committed Purchaser Financial Institution or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost (other than taxes) on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “Regulatory Change”): (ia) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (iib) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iiic) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, promptly upon demand by the AgentAdministrator, the Seller shall pay to the relevant Funding AgentAdministrator, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For ; provided, however, that no Funding Source shall be entitled to any compensation for any increased costs under this Section 10.2 unless the avoidance of doubt, if the issuance of FASB Interpretation No. 46, Administrator 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base delivers a claim reasonably detailed certificate to the Seller setting forth the amounts and the basis for reimbursement under this Sectionsuch increased costs.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not XXXXXXXXX RECEIVABLES PURCHASE AGREEMENT having the force of law) of any such authority authority, central bank or agency (a “Regulatory Change”): comparable agency: (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) If on or after April 4the date hereof, 2000in the case of any Loan or any obligation to make Loans, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoingregulation, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 66 authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority governmental authority, central bank or comparable agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge shall impose, modify or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems deem applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, against assets of, deposits with or for the account of a Funding Sourceof, or credit extended by a Funding Source pursuant to a Funding Agreement by, any Bank (or its Applicable Lending Office) or shall impose on any Bank (iiior its Applicable Lending Office) that imposes or on the United States market for certificates of deposit or the London interbank market any other condition affecting its LIBOR Loans or Letters of Credit or its obligation to make such LIBOR Loans or issue Letters of Credit and the result of which any of the foregoing is to increase the cost to a Funding Source such Bank (or its Applicable Lending Office) of performing its obligations under a Funding Agreement, making or maintaining any LIBOR Loan to reduce the rate Borrower or issuing or maintaining any letter of return on a Funding Source’s capital as a consequence of its obligations under a Funding AgreementCredit, or to reduce the amount of any sum received or receivable by a Funding Source such Bank (or its Applicable Lending Office) under a Funding this Agreement or under its Notes with respect thereto, by an amount reasonably deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank setting forth the circumstances giving rise to such demand and a calculation of the amount or amounts demanded (with a copy to the Administrative Agent), Seller the Borrower shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit Group, Bank such additional amount or amounts charged to such Funding Source or such amounts to otherwise as will compensate such Funding Source Bank for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption after the date hereof of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoingregulation, or any change therein after the date hereof, or any change after the date hereof in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Windmill Funding Source, the Agent or any Purchaser (collectively, the "Funding Parties") with any request or directive (whether or not having the force of law) issued after the date hereof of any such authority or agency Governmental Authority (a “"Regulatory Change”): ") (ia) that subjects any Funding Source Party to any additional charge or withholding on or in connection with respect to any a Funding Agreement or a this Agreement (collectively, the "Funding Source’s obligations under a Funding AgreementDocuments") or any Receivable, or on or with respect to the Receivables, or (b) changes the basis of taxation of payments to any of the Funding Source Parties of any amounts payable under any of the Funding Agreement (except for changes in Documents, other than any Taxes imposed on or measured by the rate of tax on the overall net income of a the Funding Source or taxes excluded by Section 10.1Party, (c) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Sourceof, or any credit extended by a by, any of the Funding Source pursuant to a Funding Agreement or Parties, (iiid) that imposes any other condition has the result effect of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce reducing the rate of return on such Funding Party's capital to a level below that which such Funding Source’s Party could have achieved but for such adoption, change or compliance (taking into consideration such Funding Party's policies concerning capital as adequacy) or (e) imposes any other condition, and the result of any of the foregoing is (x) to impose a consequence cost on, or increase the cost to, any Funding Party of its obligations commitment under a any Funding AgreementDocument or of purchasing, maintaining or funding any interest acquired under any Funding Document, (y) to reduce the amount of any sum received or receivable by a by, or to reduce the rate of return of, any Funding Source Party under a any Funding Agreement Document or (z) to require any payment calculated by reference to the amount of interests or loans held or interest amounts received by itit hereunder, then, upon demand by the Agent, the Seller shall pay to the relevant Funding Agent, Agent for the benefit account of the relevant Funding Source with respect to Person such Funding Agent’s Conduit Group, such additional amounts charged to such Funding Source as will compensate the Agent or such amounts Purchaser (or, in the case of Windmill, will enable Windmill to otherwise compensate such any Windmill Funding Source Source) for such increased cost or such reduction. For Notwithstanding the avoidance of doubtforegoing, if the issuance of FASB Interpretation No. 46, 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 Seller shall only be obligated to a portion of the assets and liabilities of Company or Seller with the assets and liabilities of the Agent, any Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Windmill Funding Source may base a claim for reimbursement under this Section to the extent Windmill is obligated to reimburse the Windmill Funding Source for the applicable amount (it being understood that any limitations on recourse to Windmill for such amounts do not limit Windmill's obligations for purposes of this Section) pursuant to the terms of a Funding Agreement.

Increased Cost and Reduced Return. If after April 4After the date of this Agreement, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of if the adoption of any applicable law, rule or regulation (including any applicable lawregulation, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency authority charged with the interpretation or administration thereof, or compliance by WFBC with any request or directive (whether or not having the force of law) of any such governmental authority or agency (a “Regulatory Change”): (ia) that subjects any Funding Source WFBC to any charge or withholding on or in connection with respect to any Funding this Agreement or a Funding Source’s obligations under a Funding Agreementany Related Document or any Purchased Account, or on or with respect to the Receivables, or (b) changes the basis of taxation of payments to any Funding Source WFBC in respect of any amounts payable under this Agreement or any Funding Agreement Related Document (except for changes in the rate of tax on the overall net income before tax of a Funding Source or taxes excluded by Section 10.1WFBC), (c) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Sourceof, or any credit extended by a Funding Source pursuant to a Funding Agreement or WFBC, (iiid) that imposes any other condition has the result effect of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce reducing the rate of return on a Funding SourceWFBC’s capital as to a consequence level below that which WFBC could have achieved but for such adoption, change or compliance (taking into consideration WFBC’s policies concerning capital adequacy) or (e) imposes any other condition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to WFBC of its obligations purchasing, maintaining or funding any interest acquired under a Funding Agreementthis Agreement or any Related Document, or (y) to reduce the amount of any sum received or receivable by a Funding Source by, or to reduce the rate of return of WFBC under a Funding this Agreement or any related transaction document or (z) to require any payment calculated by reference to the amount of interests or loans held or interest amounts received by itit hereunder, then, upon demand by WFBC, the Agent, Seller Customer shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source WFBC (with respect to amounts owed to it) such Funding Agent’s Conduit Group, such additional amounts charged to such Funding Source or such amounts to otherwise as will compensate such Funding Source WFBC for such increased cost or such reduction. For the avoidance of doubt, if the issuance any interpretation of FASB Interpretation Accounting Research Bulletin No. 46, or any other change in accounting standards or 51 by 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 Committed Purchaser or any other Funding Source, such event Financial Accounting Standards Board shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under an adoption, change, request or directive subject to this SectionSection 12.08.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “"Regulatory Change”"): (ia) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (iib) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iiic) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, promptly upon demand by the Agent, the Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For ; provided, however, that no Funding Source shall be entitled to any compensation for any increased costs under this Section 10.2 unless the avoidance of doubt, if the issuance of FASB Interpretation No. 46, Agent 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base delivers a claim reasonably detailed certificate to the Seller setting forth the amounts and the basis for reimbursement under this Sectionsuch increased costs.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereofthereof (including, without limitation, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board), or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Managing Agent within six (6) months after thesuch Managing Agent has knowledge of the event giving rise to such demand, together with a certificate setting forth in reasonable detail thesuch Managing Agent’s computations supporting such demand, Seller shall pay to the relevant Funding thesuch Managing Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) If after April 4any Regulatory Change, 2000, any except for changes in the rate of tax on the overall net income of a Funding Source shall be charged any feeor taxes excluded by Section 9.1, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to this Agreement or any other Funding Agreement or a Funding Source’s obligations under a this Agreement or any other Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under this Agreement or any other Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of a Funding Source, or credit extended by a Funding Source pursuant to a this Agreement or any other Funding Agreement (except the reserve requirement reflected in the LIBO Rate) or (iii) that imposes any other condition affecting this Agreement or any Funding Agreement and the result of which any of the foregoing is to increase the cost to a Funding Source of performing its obligations under a this Agreement or any other Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a this Agreement or any other Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a this Agreement or any other Funding Agreement Agreement, or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, it then, upon within forty five (45) days following demand therefor by the Collateral Agent or the relevant Managing Agent, Seller shall pay to the relevant Funding Agentpay, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit Groupas set forth in Section 9.2(b) , such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For ; provided, that (x) Seller shall only be liable for amounts in respect of increased costs or reduced returns for the avoidance period of doubtup to ninety (90) days prior to the date on which such demand was made, if (y) such Funding Source shall have applied consistent return metrics to other similarly situated borrowers or obligors (after consideration of facility pricing, structure, usage patterns, capital treatment and relationship) with respect to such increased costs or reduced returns and (z) to the issuance of FASB Interpretation No. 46extent that any Funding Agreement described in this Section 9.2(a) covers facilities in addition to this Agreement, 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 Committed each Conduit Purchaser or any other Funding Source, as the case may be, shall allocate the liability for any such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.increased costs or reductions among Seller and other Persons with

Increased Cost and Reduced Return. If after April 4, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption after the date hereof of any applicable law, rule or regulation (including any applicable lawregulation, rule or regulation regarding capital adequacy), any accounting principles or any change in any of therein after the foregoingdate hereof, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Funding Source, the Agent, any Purchaser Agent or any Purchaser (collectively, the “Funding Parties”) with any request or directive (whether or not having the force of law) after the date hereof of any such authority or agency Governmental Authority (a “Regulatory Change”): ) (ia) that subjects any Funding Source Party to any charge or withholding on or in connection with respect to any a Funding Agreement or a this Agreement (collectively, the “Funding Source’s obligations under a Funding AgreementDocuments”) or any Receivable, or on or with respect to the Receivables, or (b) changes the basis of taxation of payments to any of the Funding Source Parties of any amounts payable under any of the Funding Agreement Documents (except for changes in the rate of tax Tax on the overall net income of a such Funding Source or taxes excluded by Section 10.1Party), (c) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Sourceof, or any credit extended by a by, any of the Funding Source pursuant to a Funding Agreement or Parties, (iiid) that imposes any other condition has the result effect of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce reducing the rate of return on a such Funding SourceParty’s capital as to a consequence level below that which such Funding Party could have achieved but for such adoption, change or compliance (taking into consideration such Funding Party’s policies concerning capital adequacy) or (e) imposes any other condition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to, any Funding Party of its obligations commitment under a any Funding AgreementDocument or of purchasing, maintaining or funding any interest acquired under any Funding Document, (y) to reduce the amount of any sum received or receivable by a by, or to reduce the rate of return of, any Funding Source Party under a any Funding Agreement Document or (z) to require any payment calculated by reference to the amount of interests or loans held or interest amounts received by itit hereunder, then, upon demand by the Agent or the applicable Purchaser Agent, the Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source Agent (with respect to amounts owed to it) or the applicable Purchaser Agent (with respect to amounts owed to it or any Purchaser in its Purchaser Group) for the account of the Person such Funding additional amounts as will compensate the Agent’s Conduit Group, such amounts charged to such Funding Source Purchaser Agent or such amounts Purchaser (or, in the case of any Conduit Purchaser, will enable such Conduit Purchaser to otherwise compensate such any Funding Source Source) for such increased cost or such reduction. For Without limiting the avoidance foregoing, the Seller acknowledges and agrees that the fees and other amounts payable by the Seller to the Purchasers and the Agent have been negotiated on the basis that the unused portion of doubt, if the issuance of FASB Interpretation Noeach Liquidity Provider’s Commitment is treated as a “short term commitment” for which there is no regulatory capital requirement. 46, If any Liquidity Provider determines it is required to maintain capital against its Unused Commitment (or any other change Purchaser is required to maintain capital against its Investment) in accounting standards or the issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a portion excess of the assets and liabilities amount of Company or Seller with capital it would be required to maintain against a funded loan in the assets and liabilities of the Agent, any Committed Purchaser or any other Funding Sourcesame amount, such event Purchaser shall constitute a circumstance on which such Funding Source may base a claim for reimbursement be entitled to compensation under this SectionSection 6.2.

Increased Cost and Reduced Return. (a) If on or after April 4the Closing Date, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoingregulation, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (each, a “Regulatory ChangeChange in Law”): ) shall (i) that subjects impose, modify or deem applicable any Funding Source to reserve (including, without limitation, any charge or withholding on or such requirement imposed by the Board, but excluding with respect to any Funding Agreement or a Funding Source’s obligations under a Funding AgreementTerm Benchmark Loan, or on or any such requirement with respect to which such Bank is entitled to compensation during the Receivablesrelevant Interest Period under Section 2.13), or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of a Funding Sourceof, or credit extended by a Funding Source pursuant by, any Bank (or its Applicable Lending Office), (ii) impose on any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Term Benchmark Loans, its Note or its obligation to a Funding Agreement make Term Benchmark Loans or (iii) that imposes subject any Recipient to any Taxes (other condition than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto) and the result of which any of the foregoing is to increase the cost to a Funding Source such Bank (or its Applicable Lending Office) of performing its obligations under a Funding Agreement, making or maintaining any Loan on dollars and/or euros to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreementany Borrower, or to reduce the amount of any sum received or receivable by a Funding Source such Bank (or its Applicable Lending Office) 55 under a Funding this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy of such demand to be delivered to the Administrative Agent), Seller the Company shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit Group, Bank such additional amount or amounts charged to such Funding Source or such amounts to otherwise as will compensate such Funding Source Bank for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“"FASB”"), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”"REGULATORY CHANGE"): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Co-Agent, Seller shall pay to the relevant Funding such Co-Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. Notwithstanding the foregoing, no Funding Source that is not organized under the laws of the United States of America, or a state thereof, shall be entitled to reimbursement or compensation hereunder unless and until it has delivered to the Seller two (2) duly completed and signed originals of United States Internal Revenue Service Form W-8BEN or W-8ECI, as applicable, certifying in either case that such Funding Source is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 any Conduit or Seller with the assets and liabilities of any of the AgentAgents, any Committed Purchaser Financial Institution or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agentany Agent or Fifth Third, as applicable, Seller shall pay to the relevant Funding Agentsuch Person, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 any Agent, any Committed Purchaser Financial Institution in the Falcon Group or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) If after April 4, 2000the date hereof, any Funding Source Affected Entity shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change therein in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): (i) that which subjects any Funding Source Affected Entity to any charge or withholding on or with respect to this Agreement, any Funding Agreement or a Funding Sourcean Affected Entity’s obligations under this Agreement or a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source Affected Entity of any amounts payable under this Agreement or any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1an Affected Entity) or (ii) that which imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Sourcean Affected Entity, or credit extended by a Funding Source an Affected Entity pursuant to this Agreement or a Funding Agreement or (iii) that which imposes any other condition the result of which is to increase the cost to a Funding Source an Affected Entity of performing its obligations under this Agreement or a Funding Agreement, or to reduce the rate of return on a Funding Sourcean Affected Entity’s capital as a consequence of its obligations under this Agreement or a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source an Affected Entity under this Agreement or a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agentapplicable Purchaser, the Seller shall pay to the relevant Funding Agentsuch Purchaser, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupAffected Entity, such amounts charged to such Funding Source Affected Entity or such amounts to otherwise compensate such Funding Source Affected Entity for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4October 26, --------------------------------- 2000, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “"Regulatory Change”"): (i) that subjects any Funding Source to any tax, duty or other charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall revenues or net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller Borrower shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Each Funding Source will promptly notify the Agent, and Agent will promptly thereafter notify Borrower, of any Committed Purchaser event of which it has knowledge, occurring after October 26, 2000, which will entitle such Funding Source to compensation pursuant to this Section and will, if possible, designate a different lending office if such designation will avoid the need for, or any other reduce the amount of, such compensation and will not, in the judgment of such Funding Source, be otherwise materially disadvantageous to such event Funding Source. A certificate of any Funding Source claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder and showing in reasonable detail the calculation thereof shall constitute a circumstance on which be conclusive in the absence of manifest error. In determining such amount, such Funding Source may base a claim for reimbursement under this Sectionuse any reasonable averaging and attribution methods previously disclosed in writing to Borrower.

Increased Cost and Reduced Return. (a) If on or after April 4the Closing Date, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including regulation, or any change in any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoingregulation, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (each, a “Regulatory ChangeChange in Law”): ) shall (i) that subjects impose, modify or deem applicable any Funding Source to reserve (including, without limitation, any charge or withholding on or such requirement imposed by the Board, but excluding with respect to any Funding Agreement or a Funding Source’s obligations under a Funding AgreementTerm Benchmark Loan, or on or any such requirement with respect to which such Bank is entitled to compensation during the Receivablesrelevant Interest Period under Section 2.13), or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit assessment or similar requirement against assets of, deposits with or for the account of a Funding Sourceof, or credit extended by a Funding Source pursuant by, any Bank (or its Applicable Lending Office), (ii) impose on any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Term Benchmark Loans, its Note or its obligation to a Funding Agreement make Term Benchmark Loans or (iii) that imposes subject any Recipient to any Taxes (other condition than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto), and the result of which any of the foregoing is to increase the cost to a Funding Source such Bank (or its Applicable Lending Office) of performing its obligations under a Funding Agreement, making or maintaining any Loan on dollars and/or euros to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreementany Borrower, or to reduce the amount of any sum received or receivable by a Funding Source such Bank (or its Applicable Lending Office) under a Funding this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to require any payment calculated by reference to the amount of interests or loans held or interest received by itbe material, then, upon within 15 days after demand by such Bank (with a copy of such demand to be delivered to the Administrative Agent), Seller the Company shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit Group, Bank such additional amount or amounts charged to such Funding Source or such amounts to otherwise as will compensate such Funding Source Bank for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) If after April 4June 30, 20002000 with respect to any Funding Source relating to the Bank One Company, after the Original Closing Date with respect to any Funding Source relating to the CL Company, or after the date hereof with respect to any Funding Source relating to the Rabo Company, the Wachovia Company or any other Funding Source, any such Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“"FASB”"), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “"Regulatory Change”"): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, each Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, or any other change in accounting standards or the 48 THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a portion of the assets and liabilities of any Company or any Seller with the assets and liabilities of the Agent, any Committed Purchaser Financial Institution or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) If after April 4, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): Change (i) that subjects any Purchaser or any Funding Source to any charge or withholding withhold-ing on or with respect to any Funding Agreement or this Agreement or a Purchaser’s or Funding Source’s 's obligations under a Funding Agreement or this Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Purchaser or any Funding Source of any amounts payable under any Funding Agreement or this Agreement (except for changes in the rate of tax on the overall net income of a Purchaser or Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, fee, tax (except for taxes excluded by Section 10.1), insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of a Funding SourceSource or a Purchaser, or credit extended by a Funding Source or a Purchaser pursuant to a Funding Agreement or this Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source or a Purchaser of performing its obligations under a Funding Agreement or this Agreement, or to reduce the rate of return on a Funding Source's or Purchaser’s capital as a consequence of its obligations under a Funding Agreement or this Agreement, or to reduce the amount of any sum received or receivable by a Funding Source or a Purchaser under a Funding Agreement or this Agreement, or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, the applicable Managing Agent shall notify the Seller of such Regulatory Change and upon demand by the such Managing Agent, the Seller shall pay to the relevant Funding Agent, such Managing Agent (for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit Groupor Purchaser), such amounts charged to such Funding Source or Purchaser or such amounts to otherwise compensate such Funding Source or such Purchaser for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.; provided that EXHIBIT 2

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source Regulatory Change shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): occur: (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Purchaser Agent, Seller shall pay to the relevant Funding such Purchaser Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance reduction (subject to any limitations XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Purchaser Agent and Related Committed Purchaser for Xxxxx Fargo Bank, National Association By: Name: Title: Address: 0000 Xxxxxxxxx Xxxx Suite 1600 Atlanta, GA 30328 E-mail: XXXXXxxxxxxxxxxXxxxxxxxxxxxxxXxxxxxx@xxxxxxxxxx.xxx Facsimile: 000-000-0000 Attention: Xxxx Xxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Attention: Xxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Commitment: $270,000,000275,000,000 LIBERTY STREET FUNDING LLC, as an Uncommitted Purchaser By: Name: Title: Address: Liberty Street Funding LLC c/o Global Securitization Services, LLC 000 Xxxx 00xx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx X. Xxxxx Telephone No.: (212) 295‑2742 Facsimile No.: (212) 302‑8767 THE BANK OF NOVA SCOTIA, as Purchaser Agent and Related Committed Purchaser for Liberty Street Funding LLC By: Name: Title: Address: The Bank of doubtNova Scotia Xxx Xxxxxxx Xxxxx Xxx Xxxx, if the issuance of FASB Interpretation Xxx Xxxx 00000 Attention: Xxxxxx Xxxx Telephone No. 46.: (212) 225‑5264 Facsimile No.: (212) 225‑5274 Commitment: $322,000,000275,000,000 PNC BANK, or any other change in accounting standards or the issuance of any other pronouncementNATIONAL ASSOCIATION, 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 as Purchaser Agent, any Uncommitted Purchaser and Related Committed Purchaser or any other Funding SourceBy: Name: Title: PNC Bank, such event shall constitute a circumstance on which such Funding Source may base a claim National Association The Tower at PNC Plaza 000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Attention: Xxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Commitment: $108,000,000110,000,000 MUFG BANK, LTD., as Related Committed Purchaser for reimbursement under this SectionVictory Receivables Corporation By:______________________________________ Name: Title: Address for notice: MUFG Bank, Ltd. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Securitization Group Telephone: (000) 000-0000 Telecopier: (000) 000-0000 E-mail: xxxxxxxxxxxxxx_xxxxxxxxx@xx.xxxx.xx Commitment: $380,000,000280,000,000 MIZUHO BANK, LTD., as Purchaser Agent, Uncommitted Purchaser and Related Committed Purchaser By:______________________________________ Name: Title: Address for notice: Mizuho Bank, Ltd. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Corporate Finance Division Commitment: $370,000,000275,000,000 COMPUTERSHARE TRUST COMPANY OF CANADA, in its capacity as trustee of RELIANT TRUST, by its U.S. Financial Services Agent, THE TORONTO-DOMINION BANK, as an Uncommitted Purchaser By:______________________________________ Name: Title: Address for notice: Reliant Trust 000 Xxxxxxxx Xxxxxx Xxxx 00xx Xxxxx Xxxxxxx, XX, X0X 0X0 THE TORONTO-DOMINION BANK, as Purchaser Agent and Related Committed Purchaser for Reliant Trust By:______________________________________ Name: Title: Address for notice: The Toronto-Dominion Bank 000 Xxxxxxxx Xxxxxx West 12th Floor Toronto, ON, M5H 3PS Attention: ASG Asset Securitization E-mail: xxxxxxxxxxxxx@xxxxxxxxxxxx.xxx; Xxxxxx.Xxxxxxxx@xxxxxxxxxxxx.xxx; Xxxxxxx.Xxxxxxx@xxxxxxxxxxxx.xxx Commitment: $235,000,000

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost (other than taxes) on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency or on account of the adoption of any change in (or change in the interpretation of) any generally accepted accounting principles or regulatory accounting principles applicable to such Funding Source (a “Regulatory Change”): (ia) that subjects (or has the effect of subjecting) any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (iib) that imposes, modifies or deems applicable (or has the effect of imposing, modifying or deeming applicable) any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iiic) that imposes (or has the effect of imposing) any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, promptly upon demand by the AgentAdministrator, the Seller shall pay to the relevant Funding AgentAdministrator, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost increase costs or such reduction; provided, however, that no Funding Source shall be entitled to any compensation for any increased costs under this Section 10.2 unless the Administrator or such Funding Source delivers a reasonably detailed certificate to the Seller setting forth the amounts and the basis for such increased costs. For the avoidance of doubt, if any interpretation or implementation of Accounting Research Bulletin No. 51 by the issuance of FASB Financial Accounting Standards Board (including Interpretation No. 46, or any other change in accounting standards or : Consolidation of Variable Interest Entities) promulgated after 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 Committed Purchaser or any other Funding Source, such event date hereof shall constitute an adoption, change, request or directive, and any implementations thereof shall be a circumstance on which such Funding Source may base a claim for reimbursement under this Section“Regulatory Change.”

Increased Cost and Reduced Return. If after April 4June 29, 20002000 with respect to any Funding Source relating to the JPMorgan Conduit, or after the date hereof with respect to any other Funding Source, any such Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): agency: (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1Source) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall will pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction, provided, however, that such fee, expense or increased cost is applicable generally to the class of institutions of which such Funding Source is a member. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 any Conduit or Seller with the assets and liabilities of the Agent, any Committed Purchaser Managing Agent, any Financial Institution or any other SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this SectionSection 10.2.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “Regulatory Change”"REGULATORY CHANGE"): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Co-Agent, Seller shall pay to the relevant Funding such Co-Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For Notwithstanding the avoidance foregoing, no Funding Source that is not organized under the laws of doubt, if the issuance United States of FASB Interpretation No. 46America, or any other change a state thereof, shall be entitled to reimbursement or compensation hereunder unless and until it has delivered to the Seller two (2) duly completed and signed originals of United States Internal Revenue Service Form W-8BEN or W-8ECI, as applicable, certifying 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which either case that such Funding Source may base a claim for reimbursement is entitled to receive payments under this SectionAgreement without deduction or withholding of any United States federal income taxes.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“"FASB”"), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “"Regulatory Change”"): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Graybar or Seller with the assets and liabilities of the Agent, any Committed Purchaser Financial Institution or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency or any change in any accounting guideline by an accounting board or authority (whether or agency not part of a government or instrumentality thereof) which is responsible for the establishment of or interpretation of national or international accounting principles (a “Regulatory Change”in each case whether foreign or domestic): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For Without limiting the avoidance foregoing, any interpretation of doubt, if the issuance of FASB Interpretation Accounting Research Bulletin No. 46, or any other change in accounting standards or 51 by 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 Committed Purchaser or any other Funding Source, such event Financial Accounting Standards Board shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under an adoption, change, request or directive pursuant to this SectionSection 10.2.

Increased Cost and Reduced Return. (a) If after April 4the date hereof, 2000, any Funding Source an Indemnified Party shall be charged any fee, expense or increased cost pursuant to any funding agreement or in connection herewith or any agreement between SunAmerica and Facility Agent pertaining hereto, in each case on account of the adoption of any applicable law, rule or regulation (including any applicable lawregulation, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank bank, state insurance regulatory body or any the NAIC or comparable agency charged with the interpretation or administration thereof, or compliance by the financial institution party to such funding agreement or any agreement between SunAmerica and Facility Agent pertaining hereto or in connection herewith with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “"Regulatory Change”"): (i) that which subjects any Funding Source such financial institution to any charge or withholding on or with respect to such funding agreement or any Funding Agreement agreement between SunAmerica and Facility Agent pertaining hereto or a Funding Source’s in connection herewith or such financial institution's obligations under a Funding Agreement, or on or with respect to the Receivablesthereunder, or changes the basis of taxation of payments to any Funding Source such financial institution of any amounts payable under such funding agreement or any Funding Agreement agreement between SunAmerica and Facility Agent pertaining hereto or in connection herewith (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1such financial institution) or (ii) that which imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Sourcesuch financial institution, or credit extended by a Funding Source pursuant to a Funding Agreement such financial institution or (iii) that which imposes any other condition the result of which is to increase the cost to a Funding Source such financial institution of performing its obligations purchasing or funding under a Funding Agreement, such funding agreement or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreementany agreement between SunAmerica and Facility Agent pertaining hereto or in connection herewith, or to reduce the amount of any sum received or receivable by a Funding Source such financial institution under a Funding Agreement such funding agreement or to require any payment calculated by reference to the amount of interests agreement between SunAmerica and Facility Agent pertaining hereto or loans held or interest received by itin connection herewith, then, upon demand by the Agent, Seller such an Indemnified Party Customer shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit Group, parties such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Sectionthem.

Increased Cost and Reduced Return. If after April 4, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the AgentAdministrative Agent or the Agents, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit Group, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Administrative Agent, the Agents, any Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4After the date of this Agreement, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of if the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles Applicable Law or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by WFB with any request or directive (whether or not having the force of law) of any such authority or agency Governmental Authority (a “Regulatory Change”): (ia) that subjects any Funding Source WFB to any charge or withholding on or in connection with this Agreement or any Related Document or any Purchased Account, any Related Rights with respect to thereto or any Funding Agreement or a Funding Source’s obligations under a Funding AgreementCollateral, or on or with respect to the Receivables, or (b) changes the basis of taxation of payments to any Funding Source WFB in respect of any amounts payable under this Agreement or any Funding Agreement Related Document (except for changes in the rate of tax on the overall net income before tax of a Funding Source or taxes excluded by Section 10.1WFB), (c) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Sourceof, or any credit extended by a Funding Source pursuant to a Funding Agreement or WFB, (iiid) that imposes any other condition has the result effect of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce reducing the rate of return on a Funding SourceWFB’s capital as to a consequence level below that which WFB could have achieved but for such adoption, change or compliance (taking into consideration WFB’s policies concerning capital adequacy) or (e) imposes any other condition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to WFB of its obligations purchasing, maintaining or funding any interest acquired under a Funding Agreementthis Agreement or any Related Document, or (y) to reduce the amount of any sum received or receivable by a Funding Source by, or to reduce the rate of return of, WFB under a Funding this Agreement or any related transaction document or (z) to require any payment calculated by reference to the amount of interests or loans held or interest amounts received by itit hereunder, then, upon demand by WFB, the Agent, Seller Customer shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source WFB (with respect to amounts owed to it) such Funding Agent’s Conduit Group, such additional amounts charged to such Funding Source or such amounts to otherwise as will compensate such Funding Source WFB for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereofthereof (including, without limitation, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board), or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “"Regulatory Change”"): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent within six (6) months after the Agent has knowledge of the event giving rise to such demand, together with a certificate setting forth in reasonable detail the Agent's computations supporting such demand, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) If after April 4the date hereof (or, 2000in the case of a Person that becomes a Funding Source after the date hereof, after the date such Person becomes a Funding Source), any Funding Source shall be charged any fee, expense or increased cost cost, or such Funding Source’s return shall be reduced, on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): : (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.110.1(b)) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source Source, pursuant to a Funding Agreement or (iii) that imposes or results in any other condition (other than with respect to taxes) the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, such Funding Source shall notify the Agents and Seller of the Regulatory Change giving rise to any such fee, expense, increased cost or reduced return and, upon written demand by the Agentapplicable Co-Agent setting forth in reasonable detail the basis for and computation of the amount of such claim, Seller shall pay to the relevant Funding such Co-Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) If after April 4, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of any Regulatory Change after the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): date hereof: (i) that which subjects any Funding Source to any charge or withholding on or tax of any kind whatsoever with respect to this Agreement, any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes excluding net income taxes and franchise or gross receipts taxes (imposed in the rate lieu of tax net income taxes) imposed on the overall net income Funding Source as a result of a present or former connection between the jurisdiction of the government or taxing authority imposing such tax and such Funding Source or taxes excluded by Section 10.1any political subdivision or taxing authority thereof or therein) or (ii) that which imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or which imposes a requirement that the interest of a Conduit hereunder be accounted for on financial statements as an asset of any Funding Source, (iii) that which imposes any requirement regarding capital adequacy in respect of such Funding Source (or any corporation controlling such Funding Source), and the effect thereof is to reduce the rate of return on such Funding Source’s or such corporation’s capital as a consequence of obligations existing hereunder to a level below which could have been achieved but for such Regulatory Change (taking into consideration such Funding Source’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Funding Source to be material, or (iv) which imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon within five Business Days following demand by the applicable Managing Agent, the Seller shall pay to the relevant Funding such Managing Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) If after April 4, 2000the date hereof, any Funding Source Affected Entity shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): Change (i) that subjects any Funding Source such Affected Entity to any charge or withholding on or with respect to any Funding Agreement or a Funding Sourcesuch Affected Entity’s obligations under a any Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source such Affected Entity of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source such Affected Entity or taxes excluded by Section 10.1Excluded Taxes) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Sourcesuch Affected Entity, or credit extended by a Funding Source such Affected Entity pursuant to a any Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source such Affected Entity of performing its obligations under a any Funding Agreement, or to reduce the rate of return on a Funding Sourcesuch Affected Entity’s capital as a consequence of its obligations under a any Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source such Affected Entity under a any Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agentapplicable Co-Agent and receipt by Borrower of a certificate as to such amounts (to be conclusive absent manifest error), Seller Borrower shall pay to the relevant Funding such Co-Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupAffected Entity, such amounts charged to such Funding Source Affected Entity or such amounts to otherwise compensate such Funding Source Affected Entity for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption after the date hereof of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoingregulation, or any change therein after the date hereof, or any change after the date hereof in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Windmill Funding Source, the Agent or any Purchaser (collectively, the “Funding Parties”) with any request or directive (whether or not having the force of law) issued after the date hereof of any such authority or agency Governmental Authority (a “Regulatory Change”): ) (ia) that subjects any Funding Source Party to any additional charge or withholding on or in connection with respect to any a Funding Agreement or a this Agreement (collectively, the “Funding Source’s obligations under a Funding AgreementDocuments”) or any Receivable, or on or with respect to the Receivables, or (b) changes the basis of taxation of payments to any of the Funding Source Parties of any amounts payable under any of the Funding Agreement (except for changes in Documents, other than any Taxes imposed on or measured by the rate of tax on the overall net income of a the Funding Source or taxes excluded by Section 10.1Party, (c) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Sourceof, or any credit extended by a by, any of the Funding Source pursuant to a Funding Agreement or Parties, (iiid) that imposes any other condition has the result effect of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce reducing the rate of return on a such Funding SourceParty’s capital as to a consequence level below that which such Funding Party could have achieved but for such adoption, change or compliance (taking into consideration such Funding Party’s policies concerning capital adequacy) or (e) imposes any other condition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to, any Funding Party of its obligations commitment under a any Funding AgreementDocument or of purchasing, maintaining or funding any interest acquired under any Funding Document, (y) to reduce the amount of any sum received or receivable by a by, or to reduce the rate of return of, any Funding Source Party under a any Funding Agreement Document or (z) to require any payment calculated by reference to the amount of interests or loans held or interest amounts received by itit hereunder, then, upon demand by the Agent, the Seller shall pay to the relevant Funding Agent, Agent for the benefit account of the relevant Funding Source with respect to Person such Funding Agent’s Conduit Group, such additional amounts charged to such Funding Source as will compensate the Agent or such amounts Purchaser (or, in the case of Windmill, will enable Windmill to otherwise compensate such any Windmill Funding Source Source) for such increased cost or such reduction. For Notwithstanding the avoidance of doubtforegoing, if the issuance of FASB Interpretation No. 46, 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 Seller shall only be obligated to a portion of the assets and liabilities of Company or Seller with the assets and liabilities of the Agent, any Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Windmill Funding Source may base a claim for reimbursement under this Section to the extent Windmill is obligated to reimburse the Windmill Funding Source for the applicable amount (it being understood that any limitations on recourse to Windmill for such amounts do not limit Windmill’s obligations for purposes of this Section) pursuant to the terms of a Funding Agreement.

Increased Cost and Reduced Return. (a) If after April 4, 2000the date hereof, any Funding Source Affected Entity shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable compara­ble agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): (i) that subjects any Funding Source Affected Entity to any charge or withholding withhold­ing on or with respect to any Funding Agreement or a Funding Sourcean Affected Entity’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source Affected Entity of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source an Affected Entity or taxes excluded by Section 10.110.1(c)) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Sourcean Affected Entity, or credit extended by a Funding Source an Affected Entity pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source an Affected Entity of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Sourcean Affected Entity’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source an Affected Entity under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, then, subject to Section 10.2(b) below, upon demand by the Agentapplicable Co-Agent (which shall be accompanied by a certificate of the relevant Affected Entity setting forth the information required in Section 10.2(b) below), the Seller shall pay to the relevant Funding such Co-Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupAffected Entity, such amounts charged to such Funding Source Affected Entity or such amounts to otherwise compensate such Funding Source Affected Entity for such increased cost or such reduction. For the avoidance of doubt, if the issuance after the date hereof of FASB Interpretation No. 46, or any other change in accounting standards (including, without limitation, Statement of Financial Accounting Standards 140 and FASB Interpretation No. 46) or the issuance of any other pronouncement, release or interpretationinterpretation (or revisions to the foregoing), causes or requires the consolidation of all or a portion of the assets and liabilities of Company a Conduit or Seller with the assets and liabilities of the any Agent, any Committed Purchaser Liquidity Bank or any other Funding SourceAffected Entity, such event shall constitute a circumstance on which such Funding Source Affected Entity may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“"FASB”"), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “"Regulatory Change”"): (i) that subjects any --------------------- Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Graybar or Seller with the assets and liabilities of the Agent, any Committed Purchaser Financial Institution or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost (other than taxes) on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”)any Governmental Authority, any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “"Regulatory Change”"): (ia) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (iib) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iiic) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, accompanied by a certificate of such Funding Source setting forth the calculation of such amounts in reasonable detail (which certificate shall be conclusive in the absence of manifest error), the Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance any interpretation of FASB Interpretation Accounting Research Bulletin No. 46, or any other change in accounting standards or 51 by 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 Committed Purchaser or any other Funding Source, such event Financial Accounting Standards Board shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under an adoption, change, request or directive subject to this SectionSection 10.2.

Increased Cost and Reduced Return. (a) If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change therein in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): (i) that which subjects any Funding Source to any charge or THIRD AMENDED AND RESTATED RPA withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1Source) or (ii) that which imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that which imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Co-Agent, the Seller shall pay to the relevant Funding such Co-Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 any Conduit or the Seller with the assets and liabilities of the any Agent, any Committed Purchaser Person or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source Regulatory Change shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): occur: (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller Borrower shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or for such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For In determining any amount provided for or referred to in this Section 10.2, a Funding Source may use any reasonable averaging and attribution methods that it (in its sole discretion) shall deem applicable. Within 90 days after the avoidance latest to occur of doubt(a) discovery of a Regulatory Change covered by this Section 10.2, if the issuance (b) incurrence of FASB Interpretation No. 46any increased cost, tax, reserve or other amount described above, or (c) the date on which such increased cost, tax, reserve or other amount is required to be paid or established, any other change Funding Source wishing to make a claim under this Section 10.2 shall submit to Borrower a certificate as to such actual increased cost or actual reduced return (including calculation thereof in accounting standards or reasonable detail), which shall, in the issuance absence of manifest error, be conclusive and biding upon Borrower. Borrower shall not be responsible for any other pronouncementamount claimed under this Section unless such certificate was delivered in such 90-day period. If requested by Borrower, release or interpretation, causes or requires each Funding Source will use reasonable efforts (subject to the consolidation overall policy considerations of all or a portion such Funding Source) to designate an alternate Lending Office with respect to Loans affected by any of the assets and liabilities matters or circumstances prescribed in this Section 10.2 in order to reduce the liability of Company Borrower under this Section 10.2 or Seller with to avoid the assets and liabilities of the Agent, any Committed Purchaser or any other results provided in this Section 10.2 so long as such designation is not disadvantageous to such Funding Source as determined by such Funding Source, such event which determination, if made in good faith, shall constitute a circumstance be conclusive and binding on which such all parties hereto. Nothing in this Section 10.2 shall affect or postpone any of the obligations of Borrower hereunder or any right of any Funding Source may base a claim for reimbursement under this Sectionhereunder.

Increased Cost and Reduced Return. If after April 4After the date of this Agreement, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of if the adoption of any applicable law, rule or regulation (including any applicable lawregulation, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency authority charged with the interpretation or administration thereof, or compliance by WFBC with any request or directive (whether or not having the force of law) of any such governmental authority or agency (a “Regulatory Change”): (ia) that subjects any Funding Source WFBC 34 to any charge or withholding on or in connection with respect to any Funding this Agreement or a Funding Source’s obligations under a Funding Agreementany Related Document or any Purchased Account, or on or with respect to the Receivables, or (b) changes the basis of taxation of payments to any Funding Source WFBC in respect of any amounts payable under this Agreement or any Funding Agreement Related Document (except for changes in the rate of tax on the overall net income before tax of a Funding Source or taxes excluded by Section 10.1WFBC), (c) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Sourceof, or any credit extended by a Funding Source pursuant to a Funding Agreement or WFBC, (iiid) that imposes any other condition has the result effect of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce reducing the rate of return on a Funding SourceWFBC’s capital as to a consequence level below that which WFBC could have achieved but for such adoption, change or compliance (taking into consideration WFBC’s policies concerning capital adequacy) or (e) imposes any other condition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to WFBC of its obligations purchasing, maintaining or funding any interest acquired under a Funding Agreementthis Agreement or any Related Document, or (y) to reduce the amount of any sum received or receivable by a Funding Source by, or to reduce the rate of return of WFBC under a Funding this Agreement or any related transaction document or (z) to require any payment calculated by reference to the amount of interests or loans held or interest amounts received by itit hereunder, then, upon demand by WFBC, the Agent, Seller Customer shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source WFBC (with respect to amounts owed to it) such Funding Agent’s Conduit Group, such additional amounts charged to such Funding Source or such amounts to otherwise as will compensate such Funding Source WFBC for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “"Regulatory Change”"): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon written demand by the AgentAgent no later than ninety (90) days after the adoption of such Regulatory Change, Seller Borrower shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For In the avoidance of doubtevent that the Agent fails to give Borrower notice within the ninety (90) day time limitation prescribed above, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, Borrower shall have no obligation to pay such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement compensation hereunder. Borrower shall have no obligation to pay any amount with respect to claims accruing under this SectionSection 10.2(a) prior to the 90th day preceding written demand therefor from Agent.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Pool Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) If after April 4, 2000the date hereof, any Funding Source Affected Entity shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable compara-ble agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): (i) that subjects any Funding Source Affected Entity to any charge or withholding withhold-ing on or with respect to any Funding Agreement or a Funding Sourcean Affected Entity’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source Affected Entity of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source an Affected Entity or taxes excluded by Section 10.110.1(c)) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Sourcean Affected Entity, or credit extended by a Funding Source an Affected Entity pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source an Affected Entity of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Sourcean Affected Entity’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source an Affected Entity under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, then, subject to Section 10.2(b) below, upon demand by the Agentapplicable Co-Agent (which shall be accompanied by a certificate of the relevant Affected Entity setting forth the information required in Section 10.2(b) below), the Seller shall pay to the relevant Funding such Co-Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupAffected Entity, such amounts charged to such Funding Source Affected Entity or such amounts to otherwise compensate such Funding Source Affected Entity for such increased cost or such reduction. For the avoidance of doubt, if the issuance after the date hereof of FASB Interpretation No. 46, or any other change in accounting standards (including, without limitation, Statement of Financial Accounting Standards 140 and FASB Interpretation No. 46) or the issuance of any other pronouncement, release or interpretationinterpretation (or revisions to the foregoing), causes or requires the consolidation of all or a portion of the assets and liabilities of Company a Conduit or Seller with the assets and liabilities of the Administrative Agent, the Co-Agents, any Committed Purchaser Liquidity Bank or any other Funding SourceAffected Entity, such event shall constitute a circumstance on which such Funding Source Affected Entity may base a claim for reimbursement under this Section. (b) Payment of any sum pursuant to Section 10.2(a) shall be made by the Seller to the applicable Co-Agent, for the benefit of the relevant Affected Entity, not later than ten (10) days after any such demand is made in writing, and no payment of any such sum shall be due or owing unless written demand therefor is made within ninety (90) days after the occurrence of the Regulatory Change giving rise thereto. A certificate of any Affected Entity, signed by an authorized officer claiming compensation under this Section 10.2 and setting forth the additional amount to be paid for its benefit and explaining the manner in which such amount was determined shall constitute prima facie evidence of the amount to be paid.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“"FASB”"), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “"Regulatory Change”"): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with Sourcewith respect to such Funding Agent’s 's Conduit Group, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, or any other change in accounting standards or the issuance of any other pronouncement, release or interpretation, causes or requires required 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 Committed Purchaser Financial Institution or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) If after April 4any Regulatory Requirement (i) subjects the LC Bank, 2000, any Purchaser or any Funding Source shall be charged any fee(in such capacity, expense or increased cost on account of the adoption of any applicable laweach, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (an “FASBAffected Person”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding Taxes on or with respect to any Funding Agreement or this Agreement or the LC Bank’s, a Purchaser’s or Funding Source’s commitment or other obligations under a Funding Agreement or this Agreement, or on or with respect to the Receivables, any Purchaser Interest, any Letter of Credit or any Participation Advances, or changes the basis of taxation of payments to any Purchaser or any Funding Source of any amounts payable under any Funding Agreement or this Agreement (except for in each case, other than the following Taxes or changes in the rate of tax on the overall net income following Taxes: (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of a Funding Source or taxes excluded by Section 10.1the definition of Excluded Taxes and (C) or Connection Income Taxes), (ii) that imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of the LC Bank, a Funding SourceSource or a Purchaser, or credit extended by the LC Bank, a Funding Source or a Purchaser pursuant to a Funding Agreement or this Agreement or (iii) that imposes any other condition (other than Taxes) the result of which is to increase the cost to the LC Bank, a Funding Source or a Purchaser of maintaining its commitment or performing its other obligations under a Funding Agreement or this Agreement, or to reduce the rate of return on the LC Bank’s, a Funding Source’s or Purchaser’s capital or assets as a consequence of its commitment or other obligations under a Funding Agreement or this Agreement, or to reduce the amount of any sum received or receivable by the LC Bank, a Funding Source or a Purchaser under a Funding Agreement or this Agreement, or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller the Sellers shall pay to the relevant Funding Agent, for the benefit of the LC Bank, the relevant Funding Source with respect to such Funding Agent’s Conduit Groupor the Purchaser, as applicable, such amounts charged to such LC Bank, Funding Source or Purchaser or such amounts to otherwise compensate such LC Bank, Funding Source or such Purchaser for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.The term “

Increased Cost and Reduced Return. (a) If after April 4any Regulatory Requirement (i) subjects the LC Bank, 2000, any Purchaser or any Funding Source shall be charged any fee(in such capacity, expense or increased cost on account of the adoption of any applicable laweach, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (an “FASBAffected Person”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding Taxes on or with respect to any Funding Agreement or this Agreement or the LC Bank’s, a Purchaser’s or Funding Source’s commitment or other obligations under a Funding Agreement or this Agreement, or on or with respect to the Receivables, any Purchaser Interest, any Letter of Credit or any Participation Advances, or changes the basis of taxation of payments to any Purchaser or any Funding Source of any amounts payable under any Funding Agreement or this Agreement (except for in each case, other than the following Taxes or changes in the rate of tax on the overall net income following Taxes: (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of a Funding Source or taxes excluded by Section 10.1the definition of Excluded Taxes and (C) or Connection Income Taxes), (ii) that imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of the LC Bank, a Funding SourceSource or a Purchaser, or credit extended by the LC Bank, a Funding Source or a Purchaser pursuant to a Funding Agreement or this Agreement or (iii) that imposes any other condition (other than Taxes) the result of which is to increase the cost to the LC Bank, a Funding Source or a Purchaser of maintaining its commitment or performing its other obligations under a Funding Agreement or this Agreement, or to reduce the rate of return on the LC Bank’s, a Funding Source’s or Purchaser’s capital or assets as a consequence of its commitment or other obligations under a Funding Agreement or this Agreement, or to reduce the amount of any sum received or receivable by the LC Bank, a Funding Source or a Purchaser under a Funding Agreement or this Agreement, or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller the Sellers shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupLC Bank, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.relevant

Increased Cost and Reduced Return. If after April 4, 2000the date --------------------------------- hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or agency (a “Regulatory Change”): comparable agency: (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1Excluded Taxes) or (ii) that imposes, modifies or deems applicable any reserve, capital maintenance requirement, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, thenthen such Funding Source shall notify the Collateral Agent or the applicable Managing Agent and the Seller within 180 days of its determination of any such fee, expense, increased cost or reduced return and, upon written demand by the Collateral Agent or the relevant Managing Agent, the Seller shall pay to the relevant Funding applicable Managing Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Any such demand shall include a portion reasonably detailed summary of the assets and liabilities of Company or Seller basis for such demand with the assets and liabilities of the Agent, reasonably detailed calculations. Each determination by any Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement of amounts owing under this SectionSection shall be reasonable and shall, absent manifest error, be conclusive and binding on the parties hereto.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “"Regulatory Change”"): (ia) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (iib) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iiic) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon receipt of a written demand (which demand shall be accompanied by a statement of the basis for such demand and the amounts owed) by the Agent, Seller Borrower shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance any interpretation of FASB Interpretation Accounting Research Bulletin No. 46, or any other change in accounting standards or 51 by 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 Committed Purchaser or any other Funding Source, such event Financial Accounting Standards Board shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under an adoption, change, request or directive subject to this SectionSection 10.2.

Increased Cost and Reduced Return. If If, after April 4, 2000the date hereof, any Funding Source Regulatory Change shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): occur: (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)) against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Purchaser Agent, Seller shall pay to the relevant Funding such Purchaser Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Financial Accounting Standards Board’s Interpretation No. 46, Statements of Financial Accounting Standards Nos. 166 and 167, any future statements or interpretations issued by the Financial Accounting Standards Board or any successor thereto 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 the Seller or Seller any Conduit Purchaser with the assets and liabilities of the Agent, any Committed Purchaser Agent or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this SectionSection 10.2.

Increased Cost and Reduced Return. (a) If after April 4, 2000the date hereof, any Funding Source Affected Entity shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): Change (i) that subjects any Funding Source such Affected Entity to any charge or withholding on or with respect to any Funding Agreement or a Funding Sourcesuch Affected Entity’s obligations under a any Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source such Affected Entity of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source such Affected Entity or taxes excluded by Section 10.1Excluded Taxes) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Sourcesuch Affected Entity, or credit extended by a Funding Source such Affected Entity pursuant to a any Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source such Affected Entity of performing its obligations under a any Funding Agreement, or to reduce the rate of return on a Funding Sourcesuch Affected Entity’s capital as a consequence of its obligations under a any Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source such Affected Entity under a any Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by TD or the applicable Co-Agent, Seller on behalf of such Affected Entity, and receipt by Borrower of a certificate as to such amounts (to be conclusive absent manifest error), Borrower shall pay to the relevant Funding TD or such Co-Agent, as applicable, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupAffected Entity, such amounts charged to such Funding Source Affected Entity or such amounts to otherwise compensate such Funding Source Affected Entity for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4, 2000the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of the foregoingtherein, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or comparable agency (a “Regulatory Change”"REGULATORY CHANGE"): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s 's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section SECTION 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of all or any of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s 's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller the Borrower shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. If after April 4, 2000, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): agency: (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1Source) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall will pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction, provided, however, that such fee, expense or increased cost is applicable generally to the class of institutions of which such Funding Source is a member. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 any Conduit or Seller with the assets and liabilities of the Agent, any Committed Purchaser Managing Agent, any Financial Institution or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this SectionSection 10.2.

Increased Cost and Reduced Return. (a) If after April 4June 30, 20002000 with respect to any Funding Source relating to the JPMorgan Company, after the Original Closing Date with respect to any Funding Source relating to the CL Company, after November 20, 2003 with respect to any Funding Source relating to the Rabo Company or the Wachovia Company, or after the date hereof with respect to any other Funding Source, any such Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any fifth amended and restated receivables purchase agreement change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority or agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, each Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit GroupSource, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 any Company or any Seller with the assets and liabilities of the Agent, any Committed Purchaser Financial Institution or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.

Increased Cost and Reduced Return. (a) If after April 4, 2000, any Regulatory Change (i) subjects any Purchaser or any Funding Source shall be charged to any charge or withhold-ing on or with respect to any Funding Agreement or this Agreement or a Purchaser’s or Funding Source's obligations under a Funding Agreement or this Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Purchaser or any Funding Source of any amounts payable under any Funding Agreement or this Agreement (except for changes in the rate of tax on the overall net income of a Purchaser or Funding Source or taxes excluded by Section 10.1) or (ii) imposes, modifies or deems applicable any reserve, assessment, fee, expense tax (except for taxes excluded by Section 10.1), insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of a Funding Source or a Purchaser, or credit extended by a Funding Source or a Purchaser pursuant to a Funding Agreement or this Agreement or (iii) imposes any other condition the result of which is to increase the cost to a Funding Source or a Purchaser of performing its obligations under a Funding Agreement or this Agreement, or to reduce the rate of return on a Funding Source's or Purchaser’s capital as a consequence of its obligations under a Funding Agreement or this Agreement, or to reduce the amount of any sum received or receivable by a Funding Source or a Purchaser under a Funding Agreement or this Agreement, or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, the applicable Managing Agent shall notify the Seller of such Regulatory Change and upon demand by such Managing Agent, the Seller shall pay to such Managing Agent (for the benefit of the relevant Funding Source or Purchaser), such amounts charged to such Funding Source or Purchaser or such amounts to otherwise compensate such Funding Source or such Purchaser for such increased cost on account or such reduction; provided that such Managing Agent shall provide the Seller with at least ten (10) Business Days’ prior notice of any amounts payable under clause (iii) above. The term “Regulatory Change” shall mean (i) the adoption after the date hereof of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy), any accounting principles ) or any change in any of therein after the foregoingdate hereof, or (ii) any change after the date hereof in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority authority, central bank or agency comparable agency; provided that, for purposes of this definition, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, (y) all requests, rules, guidelines, requirements 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, and (z) 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 and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, shall in each case be deemed to be a “Regulatory Change”): , regardless of the date enacted, adopted, issued or implemented. (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect f)The table appearing in the definition of “Concentration Limit” appearing in Exhibit I to the Receivables, RPA is hereby amended and restated as follows: Short-Term Debt Ratings Concentration Percentage At least A-1 by S&P and at least P-1 by Xxxxx’x 14.00% At least A-2 by S&P and at least P-2 by Xxxxx’x 7.00% At least A-3 by S&P and at least P-3 by Xxxxx’x 4.67% Any other Short-Term Debt Rating or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source Unrated by either S&P or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall pay to the relevant Funding Agent, for the benefit of the relevant Funding Source with respect to such Funding Agent’s Conduit Group, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, 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 Committed Purchaser or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.Xxxxx’x 3.50%