Common use of Increased Costs and Yield Protection Clause in Contracts

Increased Costs and Yield Protection. (a) If the Administrator, any Liquidity Provider, any Purchaser Agent, any Purchaser, any other Program Support Provider or any of their respective Affiliates (each an “Affected Person”) reasonably determines that the existence of or compliance with: (i) FIN 46 and Subsequent Statements and Interpretations described in Section 1.7(c) below, (ii) any other law, regulation or generally accepted accounting principle or any change therein or in the interpretation or application thereof by a Governmental Authority or other applicable Person charged with or having the responsibility or authority to make such interpretations or applications, in each case adopted, issued or occurring after the date hereof, or (iii) any request, guideline or directive from any central bank or other Governmental Authority (whether or not having the force of law) issued or occurring after the date of this Agreement, affects or would affect the amount of capital required or expected to be maintained by such Affected Person, and such Affected Person reasonably determines that the amount of such capital is increased by or based upon the existence of any commitment to make purchases of (or otherwise to maintain the investment in) Pool Receivables or issue any Letter of Credit related to this Agreement or any related liquidity facility, credit enhancement facility and other commitments of the same type, then, upon demand by such Affected Person (with a copy to the Administrator and the Purchaser Agents), the Seller shall promptly pay to such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person for both increased costs and maintenance of bargained for yield in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any of such commitments. A certificate as to such amounts submitted to the Seller, the Administrator and the Purchaser Agents by such Affected Person shall be conclusive and binding for all purposes, absent manifest error. The Affected Person shall use reasonable efforts to notify the Seller, orally or in writing, of any event described in clauses (ii) or (iii) above (Seller is aware of FIN 46 and Subsequent Statements and the Interpretations described in clause (i) above and in Section 1.7(c) below) that appears likely to result in a claim for compensation (for increased costs or maintenance of bargained for yield) under this Section promptly after the Affected Person learns of such an event and that it will have adverse implications upon such Affected Person, provided that any failure to give such notice shall not preclude such Affected Person from asserting such a claim for compensation at any time. (b) If, due to either: (i) FIN 46 and Subsequent Statements and Interpretations, (ii) the introduction of or any change in or in the interpretation by a Governmental Authority or other applicable Person charged with or having the responsibility or authority to make such changes or interpretations after the date hereof of any other law, regulation or generally accepted accounting standard or (iii) compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Affected Person of agreeing to purchase or purchasing, or maintaining the ownership of, the Purchased Interest in respect of which Discount is computed by reference to the Euro-Rate, then, upon demand by such Affected Person (with a copy to the Administrator and the Purchaser Agents), the Seller shall promptly pay to such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person for both increased costs and maintenance of bargained for yield. A certificate as to such amounts submitted to the Seller, the Administrator and the Purchaser Agents by such Affected Person shall be conclusive and binding for all purposes, absent manifest error. (c) For avoidance of doubt any increase in cost and/or reduction in yield caused by regulatory capital allocation adjustments due to Financial Accounting Standards Board’s Interpretation 46 (or any future statement or interpretation issued by the Financial Accounting Standards Board or any successor thereto) (collectively, the “FIN 46 and Subsequent Statements and Interpretations”) shall be covered by this Section 1.7. (d) If such increased costs affect the related Affected Person’s portfolio of financing transactions, such Affected Person shall use reasonable averaging and attribution methods to allocate such increased costs to the transactions contemplated by this Agreement. (e) The Administrator and the Purchaser Agents will make reasonable efforts to cause the interest of any Affected Party (other than PNC (in its capacity as Administrator, a Purchaser Agent, a Purchaser, a Program Support Provider or otherwise), Market Street or any of their Affiliates) that makes a claim under this Section 1.7 to be transferred to a party that is not subject to increased costs under this Section 1.7; provided that neither PNC nor any of its Affiliates shall be required hereunder to itself accept such transferred interest. (f) Notwithstanding any language in this Section 1.7 to the contrary, nothing in this Section 1.7 shall be construed as requiring the Seller to make any payments attributable to or in respect of any net income, gross receipts, franchise or similar taxes imposed upon any Affected Person or taxes required to be withheld or deducted from any payments to any Affected Person; provided, however, that the Seller shall be obligated to compensate an Affected Person for any additional taxes attributable directly to any increase in capital required or expected to be maintained as a result of an event described in any of clauses (i) through (iii) in subsection (a), and provided further that any increase in payments pursuant to this Section 1.7 shall be taken into account in determining any obligation of the Seller under Sections 1.8 and 3.1.

Increased Costs and Yield Protection. (a) If the Administrator, any Liquidity ProviderConduit Purchaser, any Purchaser Conduit Agent, any Purchaser, any other Program Support Provider or any of their respective Affiliates (each an “"Affected Person”") reasonably determines that the existence of or compliance with: (i) FIN 46 and Subsequent Statements and Interpretations described in Section 1.7(c) below, (ii) any other law, regulation or generally accepted accounting principle or any change therein or in the interpretation or application thereof by a Governmental Authority or other applicable Person charged with or having the responsibility or authority to make such interpretations or applications, in each case adopted, issued or occurring after the date hereof, or (iii) any request, guideline or directive from any central bank or other Governmental Authority (whether or not having the force of law) issued or occurring after the date of this Agreement, affects or would affect the amount of capital required or expected to be maintained by such Affected Person, and such Affected Person reasonably determines that the amount of such capital is increased by or based upon the existence of any commitment to make purchases of (or otherwise to maintain the investment in) Pool Receivables or issue any Letter of Credit related to this Agreement or any related liquidity facility, credit enhancement facility and other commitments of the same type, then, upon demand by such Affected Person (with a copy to the Administrator and the Purchaser Conduit Agents), the Seller shall promptly pay to such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person for both increased costs and maintenance of bargained for yield in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any of such commitments. A certificate as to such amounts submitted to the Seller, the Administrator and the Purchaser Conduit Agents by such Affected Person shall be conclusive and binding for all purposes, absent manifest error. The Affected Person shall use reasonable efforts to notify the Seller, orally or in writing, of any event described in clauses (ii) or (iii) above (Seller is aware of FIN 46 and Subsequent Statements and the Interpretations described in clause (i) above and in Section 1.7(c) below) that appears likely to result in a claim for compensation (for increased costs or maintenance of bargained for yield) under this Section promptly after the Affected Person learns of such an event and that it will have adverse implications upon such Affected Person, provided that any failure to give such notice shall not preclude such Affected Person from asserting such a claim for compensation at any time. (b) If, due to either: (i) FIN 46 and Subsequent Statements and Interpretations, (ii) the introduction of or any change in or in the interpretation by a Governmental Authority or other applicable Person charged with or having the responsibility or authority to make such changes or interpretations after the date hereof of any other law, regulation or generally accepted accounting standard or (iii) compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Affected Person of agreeing to purchase or purchasing, or maintaining the ownership of, the Purchased Interest in respect of which Discount is computed by reference to the Euro-Rate, then, upon demand by such Affected Person (with a copy to the Administrator and the Purchaser Conduit Agents), the Seller shall promptly pay to such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person for both increased costs and maintenance of bargained for yield. A certificate as to such amounts submitted to the Seller, the Administrator and the Purchaser Conduit Agents by such Affected Person shall be conclusive and binding for all purposes, absent manifest error. (c) For avoidance of doubt any increase in cost and/or reduction in yield caused by regulatory capital allocation adjustments due to Financial Accounting Standards Board’s 's Interpretation 46 (or any future statement or interpretation issued by the Financial Accounting Standards Board or any successor thereto) (collectively, the “"FIN 46 and Subsequent Statements and Interpretations”") shall be covered by this Section 1.7. (d) If such increased costs affect the related Affected Person’s 's portfolio of financing transactions, such Affected Person shall use reasonable averaging and attribution methods to allocate such increased costs to the transactions contemplated by this Agreement. (e) The Administrator and the Purchaser Conduit Agents will make reasonable efforts to cause the interest of any Affected Party (other than PNC (in its capacity as Administrator, a Purchaser Conduit Agent, a Purchaser, a Program Support Provider or otherwise), Market Street or any of their Affiliates) that makes a claim under this Section 1.7 to be transferred to a party that is not subject to increased costs under this Section 1.7; provided that neither PNC nor any of its Affiliates shall be required hereunder to itself accept such transferred interest. (f) Notwithstanding any language in this Section 1.7 to the contrary, nothing in this Section 1.7 shall be construed as requiring the Seller to make any payments attributable to or in respect of any net income, gross receipts, franchise or similar taxes imposed upon any Affected Person or taxes required to be withheld or deducted from any payments to any Affected Person; provided, however, that the Seller shall be obligated to compensate an Affected Person for any additional taxes attributable directly to any increase in capital required or expected to be maintained as a result of an event described in any of clauses (i) through (iii) in subsection (a), and provided further that any increase in payments pursuant to this Section 1.7 shall be taken into account in determining any obligation of the Seller under Sections 1.8 and 3.1.

Increased Costs and Yield Protection. (a) If the Administrator, any Liquidity Provider, any Purchaser Agentthe Issuer, any Purchaser, any other Program Support Provider or any of their respective Affiliates (each an “"Affected Person”") reasonably determines that the existence of or compliance with: with (i) FIN 46 and Subsequent Statements and Interpretations described in Section 1.7(c) below, (ii) any other law, regulation or generally accepted accounting principle principles or any change therein or in the interpretation or application thereof by a Governmental Authority or other applicable Person charged with or having the responsibility or authority to make such interpretations or applicationsthereof, in each case adopted, issued or occurring after the date hereof, hereof or (iiiii) any request, guideline or directive from any central bank or other Governmental Authority (whether or not having the force of law) issued or occurring after the date of this Agreement, Agreement affects or would affect the amount of capital required or expected to be maintained by such Affected Person, Person and such Affected Person reasonably determines that the amount of such capital is increased by or based upon the existence of any commitment to make purchases of (or otherwise to maintain the investment in) in Pool Receivables or issue any Letter of Credit related to this Agreement or any related liquidity facility, facility or credit enhancement facility and other commitments of the same type, then, upon demand by such Affected Person (with a copy to the Administrator and the Purchaser AgentsAdministrator), the Seller shall promptly pay to the Administrator, for the account of such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person for both increased costs and maintenance of bargained for yield in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any of such commitments. A certificate as to such amounts submitted to the Seller, Seller and the Administrator and the Purchaser Agents by such Affected Person shall be conclusive and binding for all purposes, absent manifest error. The Affected Person shall use reasonable efforts to notify the Seller, orally or in writing, of any event described in clauses (ii) or (iii) above (Seller is aware of FIN 46 and Subsequent Statements and the Interpretations described in clause (i) above and in Section 1.7(c) below) that appears likely to result in a claim for compensation (for increased costs or maintenance of bargained for yield) under this Section promptly after the Affected Person learns of such an event and that it will have adverse implications upon such Affected Person, provided that any failure to give such notice shall not preclude such Affected Person from asserting such a claim for compensation at any time. (b) If, due to either: either (i) FIN 46 and Subsequent Statements and Interpretations, (ii) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements referred to in Section 1.9) in or in the interpretation by a Governmental Authority or other applicable Person charged with or having the responsibility or authority to make such changes or interpretations after the date hereof application of any other law, regulation or generally accepted accounting standard principles, or (iiiii) compliance with any request, guideline or request directive from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Affected Person of agreeing to purchase or purchasing, or maintaining the ownership of, of the Purchased Interest in respect of which Discount is computed by reference to the Euro-Eurodollar Rate, then, upon demand by such Affected Person (with a copy to the Administrator and the Purchaser Agents)Person, the Seller shall promptly pay to such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person for both increased costs and maintenance of bargained for yield. A certificate as to such amounts submitted to the Seller, the Administrator and the Purchaser Agents Seller by such Affected Person shall be conclusive and binding for all purposes, absent manifest error. (c) For avoidance of doubt any increase in cost and/or reduction in yield caused by regulatory capital allocation adjustments due to Financial Accounting Standards Board’s Interpretation 46 (or any future statement or interpretation issued by the Financial Accounting Standards Board or any successor thereto) (collectively, the “FIN 46 and Subsequent Statements and Interpretations”) shall be covered by this Section 1.7. (d) If such increased costs affect the related Affected Person’s 's portfolio of financing transactions, such Affected Person shall use reasonable averaging and attribution methods to allocate such increased costs to the transactions contemplated by this Agreement. (ed) The Administrator and the Purchaser Agents will make reasonable efforts For avoidance of doubt, any increase in cost and/or reduction in bargained for yield caused by regulatory capital allocation adjustments due to cause the interest of any Affected Party Financial Accounting Standards Board's Interpretation 46 (other than PNC (in its capacity as Administrator, a Purchaser Agent, a Purchaser, a Program Support Provider or otherwise), Market Street or any of their Affiliatesfuture statement or interpretation issued by the Financial Accounting Standards Board or any successor thereto) that makes a claim under shall be covered by this Section 1.7 to be transferred to a party that 1.8." 2.2 Section 5.1 of the Agreement is not subject to increased costs under this Section 1.7; provided that neither PNC nor any of its Affiliates shall be required hereunder to itself accept such transferred interest. (f) Notwithstanding any language in this Section 1.7 to hereby amended by deleting the contrary, nothing in this Section 1.7 shall be construed as requiring the Seller to make any payments attributable to or in respect of any net income, gross receipts, franchise or similar taxes imposed upon any Affected Person or taxes required to be withheld or deducted from any payments to any Affected Personphrase "; provided, however, that the Seller no such material amendment shall be obligated to compensate an Affected Person for any additional taxes attributable directly to any increase effective until both Moody's and Standard & Poor's have notified the Servicer and the Administrator in capital required writing that such action will not result in a reduction or expected to be maintained as a result of an event described in any of clauses (i) through (iii) in subsection (a), and provided further that any increase in payments pursuant to this Section 1.7 shall be taken into account in determining any obligation withdrawal of the Seller under Sections 1.8 rating of any Notes" in such Section. 2.3 Section 5.4(a) of the Agreement is hereby amended by adding the phrase "and 3.1audits by other auditors" immediately after the first occurrence of the words "Pool Receivables" in such Section. 2.4 The definition of "Concentration Percentage" in Exhibit I to the Agreement is hereby amended and restated in its entirety to read as follows:

Increased Costs and Yield Protection. (a) If the Administrator, any Liquidity Provider, any Purchaser Agent, any Purchaser, any other Program Support Provider or any of their respective Affiliates (each an “Affected Person”) reasonably determines that the existence of or compliance with: (ia) FIN 46 and Subsequent Statements and Interpretations described in Section 1.7(c) below, (iib) any other law, rule, regulation or generally accepted accounting principle (including any applicable law, rule or regulation regarding capital adequacy) or any change therein or in the interpretation or application thereof by a Governmental Authority or other applicable Person charged with or having the responsibility or authority to make such interpretations or applicationsthereof, in each case adopted, issued or occurring after the date hereof, or (iiic) any request, guideline or directive from Financial Accounting Standards Board, any central bank or other Governmental Authority (whether or not having the force of law) issued affecting or occurring after the date of this Agreement, affects or which would affect the amount of capital required or expected to be maintained by such Affected Person, and such Affected Person reasonably determines that the amount of such capital is increased by or based upon the existence of any commitment to make purchases of (or otherwise to maintain the investment in) Pool Receivables or issue any Letter of Credit related to this Agreement or any related liquidity facility, credit enhancement facility and other commitments of the same type, then, upon demand by such Affected Person (with a copy to the Administrator and the Purchaser Agents), the Seller shall promptly immediately pay to such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person for both increased costs and maintenance of bargained for yield in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any of such commitments. A certificate as to such amounts submitted to the Seller, the Administrator and the Purchaser Agents by such Affected Person shall be conclusive and binding for all purposes, absent manifest error. The Affected Person shall use reasonable efforts to notify the Seller, orally or in writing, of any event described in clauses (ii) or (iii) above (Seller is aware of FIN 46 and Subsequent Statements and the Interpretations described in clause (i) above and in Section 1.7(c) below) that appears likely to result in a claim for compensation (for increased costs or maintenance of bargained for yield) under this Section promptly after the Affected Person learns of such an event and that it will have adverse implications upon such Affected Person, provided that any failure to give such notice shall not preclude such Affected Person from asserting such a claim for compensation at any time. (b) If, due to either: (i) FIN 46 and Subsequent Statements and Interpretations, (ii) the introduction of or any change in or in the interpretation by a Governmental Authority or other applicable Person charged with or having the responsibility or authority to make such changes or interpretations after the date hereof of any other law, rule, regulation or generally accepted accounting standard or (iii) compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Affected Person of agreeing to purchase or purchasing, or maintaining the ownership of, the Purchased Interest in respect of which Discount is computed by reference to the Euro-Rate, then, upon demand by such Affected Person (with a copy to the Administrator and the Purchaser Agents), the Seller shall promptly pay to such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person for both increased costs and maintenance of bargained for yield. A certificate as to such amounts submitted to the Seller, the Administrator and the Purchaser Agents by such Affected Person shall be conclusive and binding for all purposes, absent manifest error. (c) For the avoidance of doubt doubt, any increase in cost and/or reduction in yield caused by regulatory capital allocation adjustments due to Financial Accounting Standards Board’s Interpretation 46 (revised December 2003) Consolidation of Variable Interest Entities and Interpretation of Accounting Research Bulletin No. 51 (or any future statement or interpretation issued by the Financial Accounting Standards Board or any successor thereto) (collectively, the “FIN 46 and Subsequent Statements and Interpretations”) shall be covered by this Section 1.7. (d) If such increased costs affect the related Affected Person’s portfolio of financing transactions, such Affected Person shall use reasonable averaging and attribution methods to allocate such increased costs to the transactions contemplated by this Agreement. (e) The Administrator and the Purchaser Agents will make reasonable efforts to cause the interest of any Affected Party (other than PNC (in its capacity as Administrator, a Purchaser Agent, a Purchaser, a Program Support Provider or otherwise), Market Street or any of their Affiliates) that makes a claim under this Section 1.7 to be transferred to a party that is not subject to increased costs under this Section 1.7; provided that neither PNC nor any of its Affiliates shall be required hereunder to itself accept such transferred interest. (f) Notwithstanding any language in this Section 1.7 to the contrary, nothing in this Section 1.7 shall be construed as requiring the Seller to make any payments attributable to or in respect of any net income, gross receipts, franchise or similar taxes imposed upon any Affected Person or taxes required to be withheld or deducted from any payments to any Affected Person; provided, however, that the Seller shall be obligated to compensate an Affected Person for any additional taxes attributable directly to any increase in capital required or expected to be maintained as a result of an event described in any of clauses (i) through (iii) in subsection (a), and provided further that any increase in payments pursuant to this Section 1.7 shall be taken into account in determining any obligation of the Seller under Sections 1.8 and 3.1.