Common use of Increased Costs; Capital Adequacy; Illegality Clause in Contracts

Increased Costs; Capital Adequacy; Illegality. (a) If after the date hereof, any Managing Agent, Lender or any Affiliate thereof (each of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, 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: (i) that subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (except for changes in the rate of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) 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 an Affected Party, or credit extended by an Affected Party pursuant to a Transaction Document or (iii) that imposes any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document 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, Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased cost or such reduction. (b) If as a result of any event or circumstance similar to those described in clause (a) of this Section 2.12, an Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it. (c) In determining any amount provided for in this section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower a certificate as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable error.

Increased Costs; Capital Adequacy; Illegality. (a) If either (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law after the date hereof, hereof or (ii) the compliance by an Affected Party with any Managing Agent, Lender guideline or any Affiliate thereof (each of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (A) of any such authority or agency: (i) that subjects subject any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Taxes (except for changes in the rate of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13other than (i) or Indemnified Taxes and (ii) that imposesTaxes described in clauses (b) through (d) of the definition of Excluded Taxes) on its loans, modifies loan principal, letters of credit, commitments, or deems other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (B) impose, modify or deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes impose any other condition (other than with respect to Taxes) affecting any Affected Party’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a this Agreement or under any other Transaction Document or to require any payment calculated by reference to Document, then on the amount of interests or loans held or interest received by it, then, upon Payment Date following demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent(in accordance with Section 2.7 or 2.8, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged as applicable) directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, but excluding Taxes, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, on the Payment Date following demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay (in accordance with Section 2.7 or 2.8, as applicable) directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For the avoidance of doubt, if the issuance of any amendment or supplement to Interpretation No. 46 or to Statement of Financial Accounting Standards No. 140 by the Financial Accounting Standards Board 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 the Seller, the Borrower or any Affected Party with the assets and liabilities of the Administrative Agent or any Lender or shall otherwise impose any loss, cost, expense, reduction of return on capital or other loss, such event shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.12. Notwithstanding the foregoing, but subject to Section 6.7, the provisions of this Section 2.12(b) shall not apply to the consolidation of the Borrower for accounting purposes as required by GAAP with the Collateral Manager or any Affiliate thereof, whether or not an Affected Party. (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.12, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days on the next Payment Date pursuant to Section 2.7 or 2.8, as applicable, occurring at least five (5) Business Days after demand by the request for such Affected Partyinvoice, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.12, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.12 shall submit to the Borrower and the Collateral Manager a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable manifest error. (e) If a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” with respect to any Lender occurred, such Lender shall in turn so notify the Borrower, whereupon all Advances Outstanding of the affected Lender in respect of which Interest accrues at the LIBOR Rate shall immediately be converted into Advances Outstanding in respect of which such Interest accrues at the Base Rate; provided that such Lender or the Administrative Agent shall notify the Borrower promptly when the Eurodollar Disruption Event is no longer continuing and interest on such Advances Outstanding on and after the date of such notice with respect to such Lender shall accrue interest at the LIBOR Rate. (f) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Affected Party’s right to demand or receive such compensation; provided that, anything to the contrary in this Section 2.12, the Borrower shall not be required to compensate an Affected Party pursuant to this Section 2.12 for any amounts incurred more than six (6) months prior to the date that such Affected Party notifies the Borrower of such Affected Party’s intention to claim compensation therefor; provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such six (6) month period shall be extended to include the period of such retroactive effect. (g) Each Lender agrees that it will take such commercially reasonable actions as the Borrower may reasonably request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 2.12 or Section 2.13; provided that no Lender shall be obligated to take any actions that would, in the reasonable opinion of such Lender, subject such Lender to any unreimbursed cost or expense or otherwise be disadvantageous to such Lender. In no event will Borrower be responsible for increased amounts referred to in this Section 2.12, which relate to any other entities to which Lenders provide financing.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or administration thereof regulation or (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (A) of any such authority or agency: (i) that subjects any subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected Party Party), duty or taxes excluded other charge with respect to the Advance made by Section 2.13it hereunder, or any right to make the Funding hereunder, or on any payment made hereunder, (B) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Yield), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes impose any other condition affecting the Advance made by it hereunder or a Lender’s rights hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document or to require any payment calculated by reference to the amount of interests or loans held or interest received by itthis Agreement, then, upon then within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this subsection 2.13(b). (c) If as a result of any event or circumstance similar to those described in clause clauses (a) or (b) of this Section 2.12section, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances the Advance hereunder, then within ten days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower Servicer a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable error. (e) If a Lender shall notify the Deal Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Deal Agent shall in turn so notify the Borrower, whereupon all Capital in respect of which Yield accrues at the Adjusted Eurodollar Rate shall immediately be converted into Capital in respect of which Yield accrues at the Base Rate.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or administration thereof regulation or (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (a) of any such authority or agency: (i) that subjects any subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected Party Party), duty or taxes excluded by Section 2.13other charge with respect to any ownership interest in the Collateral, or any right to make Advances hereunder, or on any payment made hereunder, (b) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition affecting the ownership interest in the Collateral conveyed to the Purchasers hereunder or the Purchasers’ rights or obligations hereunder (including, without limitation, conditions relating to agreeing to make or making, funding or maintaining Advances at the Adjusted Eurodollar Rate), the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, then within ten days after demand by such Affected Party (which demand shall be accompanied by a Transaction Document or to require any payment calculated by reference statement setting forth the basis for such demand), the Servicer shall pay (and to the amount of interests or loans held or interest received by it, then, upon demand by extent the applicable Managing Agent, Borrower Servicer does not make such payment the Seller shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged pay) directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Servicer shall pay (and to the extent the Servicer does not make such payment the Seller shall pay) directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. (bc) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.122.15, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after demand by such Affected Party, the Borrower Servicer shall pay (or to the extent the Servicer does not make such payment the Seller shall pay) to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.15, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.15 shall submit to the Borrower Servicer a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable error. (e) If any Purchaser shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Seller, whereupon all Advances Outstanding of the affected Purchaser in respect of which Interest accrues at the Adjusted Eurodollar Rate shall immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate. (f) For avoidance of doubt, if the issuance of Interpretation No. 46 by the Financial Accounting Standards Board 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 the Originator or Seller with the assets and liabilities of the Administrative Agent, any Purchaser or any Liquidity Bank (a “Consolidation Event”), such event shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.15. In addition, if a Consolidation Event shall occur, each of the Administrative Agent, Purchasers, Originator, Servicer and Seller agrees to work in good faith to (i) obtain a rating for the Advances acceptable to the Administrative Agent or (ii) seek an alternative term financing and facilitate the transfer or assignment by the Purchasers of the Advances and Assets in connection with such alternative term financing.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or administration thereof regulation or (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (a) of any such authority or agency: (i) that subjects any subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected Party Party), duty or taxes excluded by Section 2.13other charge with respect to any ownership interest in the Collateral, or any right to make Advances hereunder, or on any payment made hereunder, (b) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition affecting the ownership interest in the Collateral conveyed to the Purchasers hereunder or the Purchasers’ rights or obligations hereunder (including, without limitation, conditions relating to agreeing to make or making, funding or maintaining Advances at the Adjusted Eurodollar Rate), the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, then within ten days after demand by such Affected Party (which demand shall be accompanied by a Transaction Document or to require any payment calculated by reference statement setting forth the basis for such demand), the Servicer shall pay (and to the amount of interests or loans held or interest received by it, then, upon demand by extent the applicable Managing Agent, Borrower Servicer does not make such payment the Seller shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged pay) directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Servicer shall pay (and to the extent the Servicer does not make such payment the Seller shall pay) directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. (bc) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.122.15, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after demand by such Affected Party, the Borrower Servicer shall pay (or to the extent the Servicer does not make such payment the Seller shall pay) to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.15, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.15 shall submit to the Borrower Servicer a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable error. (e) If any Purchaser shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Seller, whereupon all Advances Outstanding of the affected Purchaser in respect of which Interest accrues at the Adjusted Eurodollar Rate shall immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate. (f) For avoidance of doubt, if the issuance of Interpretation No. 46 by the Financial Accounting Standards Board 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 the Originator or Seller with the assets and liabilities of the Administrative Agent, any Purchaser or any Liquidity Bank (a “Consolidation Event”), such event shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.15. In addition, if a Consolidation Event shall occur, each of the Administrative Agent, Purchasers, Originator, Servicer and Seller agrees to work in good faith to (i) obtain a rating for the Advances acceptable to the Administrative Agent, or (ii) seek an alternative term financing and facilitate the transfer or assignment by the Purchasers of the Advances and Assets in connection with such alternative term financing.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender introduction of or any Affiliate Regulatory Change (including any change by way of imposition or increase of reserve requirements) in any law, regulation, treaty or official directive, or in the interpretation or application thereof by any central bank or other governmental agency or authority charged with the administration thereof (whether or not having the force of law), or (ii) the compliance by the Administrative Agent any Secured Party or any affiliate of either thereof (each of which, an “Affected Party”) shall be charged with any fee, expense guideline or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, request from any central bank or any comparable other governmental agency charged with the interpretation or administration thereof, or compliance with any request or directive authority (whether or not having the force of law), (A) shall impose, modify or deem applicable any reserve requirement (including any reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such authority or agency: (i) that subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Documentreserve requirement, or on or with respect to the Advancesif any, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (except for changes included in the rate determination of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance chargeInterest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyof, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiB) that imposes shall impose any other condition affecting the Collateral or any Lender’s rights or obligations hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document or to require any payment calculated by reference to the amount of interests or loans held or interest received by itthis Agreement, then, upon then within 10 days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered. (b) If either (i) the introduction of or any change (including any change by way of imposition or increase of reserve requirements) in any law, regulation, treaty or official directive, or in the interpretation or application thereof, in each case occurring after the date hereof, by any central bank or other governmental agency or authority charged with the administration thereof (whether or not having the force of law), or (ii) the compliance by an Affected Party with any guideline or request from any central bank or other governmental agency or authority (whether or not having the force of law) in each case promulgated after the date hereof, including compliance by an Affected Party with any request or directive regarding capital adequacy, or (iii) any Regulatory Change, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or otherwise arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance by an amount deemed by such Affected Party to be material, then within 10 days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. (bc) If as a result of any event or circumstance similar to those described in clause (aSection 2.11(a) of this Section 2.12or 2.11(b), an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten 10 days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts to be paid by it. (cd) In determining any amount provided for in this sectionSection 2.11, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.11 shall submit to the Borrower a certificate as to the calculation of such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable manifest error. (e) Failure or delay on the part of any Affected Party to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Affected Party’s right to demand such compensation, provided that the Borrower shall not be required to compensate any Affected Party pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Affected Party notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Affected Party’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof). The protections of this Section shall be available to the Affected Party regardless of any possible contention of the invalidity or inapplicability of the Regulatory Change that shall have occurred or been imposed. (f) If any Managing Agent, on behalf of the related Lenders shall notify the Administrative Agent that a Eurodollar Disruption Event has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all Revolving Principal Balance in respect of which Interest accrues at the Adjusted Eurodollar Rate for the then current Fixed Period shall immediately be converted into Revolving Principal Balance in respect of which Interest accrues at the Base Rate for the remainder of such Fixed Period. (g) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.11 shall survive the termination of this Agreement.

Increased Costs; Capital Adequacy; Illegality. (a) If after the Closing Date or with respect to a particular Lender, the date hereof, any Managing Agent, such Lender or any Affiliate thereof joins this Agreement pursuant to Section 13.16 either (each i) the introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or administration thereof (ii) the compliance by a Lender with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (A) of subject a Lender to any Tax (except net income, gross income or franchise and similar taxes imposed on any Lender by a taxing jurisdiction in which any such authority Person is organized, conducts business or agency: is paying taxes (i) that subjects any Affected Party to any as the case may be)), duty or other charge or withholding on or with respect to any Transaction Document interest in the Collateral, or an Affected Party’s obligations under a Transaction Documentany right or obligation to make the Loan hereunder, or on any payment made hereunder, (B) impose, modify or with respect to deem applicable any reserve requirement (including, without limitation, any reserve requirement imposed by the AdvancesBoard of Governors of the Federal Reserve System, or changes the basis of taxation of payments to but excluding any Affected Party of any amounts payable under any Transaction Document (except for changes reserve requirement, if any, included in the rate determination of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance chargeInterest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an Affected Party pursuant to a by, any Lender under this Agreement or any other Transaction Document or (iiiC) that imposes impose any other condition affecting the ownership or security interest in the Collateral conveyed to the Lenders hereunder or any Lender’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to an Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, any Lender or to reduce the amount of any sum received or receivable by an Affected Party a Lender under a this Agreement or under any other Transaction Document or to require any payment calculated by reference to Document, then on the amount of interests or loans held or interest received by it, then, upon Payment Date following demand by such Lender (or the applicable Managing Agentnext Payment Date, if such demand is given less than five (5) days prior to a Payment Date) (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party Lender such additional amount or amounts as will compensate such Lender for such additional or increased cost incurred or such amounts to otherwise compensate such Affected Party for such increased cost or such reductionreduction suffered. (b) If as a result either (i) the introduction of or any change in or in the interpretation of any event law, guideline, rule, regulation, directive or circumstance similar to those described in clause request or (aii) of this Section 2.12compliance by any Lender with any law, an Affected Party is required to compensate a guideline, rule, regulation, directive or request from any central bank or other financial institution providing liquidity supportgovernmental authority or agency (whether or not having the force of law), credit enhancement including, without limitation, compliance by a Lender with any request or other similar support directive regarding capital adequacy, has or financing would have the effect of reducing the rate of return on the capital of any Lender as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Lender could have achieved on the date it became a Lender, and to such Affected Party in connection extent, but for such introduction, change or compliance (taking into consideration the policies of such Lender with this Agreement or the funding or maintenance of Advances hereunderrespect to capital adequacy) by a material amount, then within ten days after from time to time, on the Payment Date following demand by such Affected PartyLender (or the next Payment Date, if such demand is given less than five (5) days prior to a Payment Date) (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), the Borrower shall pay directly to such Affected Party Lender such additional amount or amounts as will compensate such Lender for such reduction. For the avoidance of doubt, if the issuance of any amendment or supplement to Interpretation No. 46 or to Statement of Financial Accounting Standards No. 140 by the Financial Accounting Standards Board 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 the Borrower with the assets and liabilities of any Lender or shall otherwise impose any loss, cost, expense, reduction of return on capital or other loss or any Lender, such event shall constitute a circumstance on which such Lender may be necessary to reimburse such Affected Party base a claim for any such amounts paid by itreimbursement under this Section 2.10. (c) In determining any amount provided for in this sectionSection 2.10, the Affected Party Lender may use any reasonable averaging and attribution methods. Any Affected Party Lender making a claim under this section Section 2.10 shall submit to the Servicer and the Borrower a certificate written description in reasonable detail as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.10 shall not constitute a waiver of such Lender’s right to demand or receive such compensation. The Borrower shall not be required to compensate a Lender for any loss, cost or expense under this Section unless a claim therefor has been made within 180 days of knowledge thereof by such Lender.

Increased Costs; Capital Adequacy; Illegality. (a) If after the date hereof, any Managing Agent, Lender or any Affiliate thereof (each of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Regulatory Change in Law, any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, 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: (i) that subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document this Agreement or an Affected Party’s obligations under a Transaction Documentthis Agreement, or on or with respect to a Loan and/or the AdvancesReceivables, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document this Agreement (except for changes in the rate of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or Indemnified Taxes and Excluded Taxes), (ii) that imposes, modifies or deems applicable any reserve, assessment, fee, tax (except for Indemnified Taxes and Excluded Taxes), insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of an Affected Party, or credit extended by an Affected Party pursuant to a Transaction Document this Agreement or (iii) that imposes any other condition affecting a Loan or a Lender’s right hereunder (other than Taxes), the result of which (A) is a fee, expense, internal capital charge or other imputed cost allocable to increase any Affected Party, (B) increases the cost to an Affected Party of performing its obligations under a Transaction Document, this Agreement or to reduce (C) reduces the rate of return on an Affected Party’s capital or assets as a consequence of its obligations under a Transaction Documentthis Agreement, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document 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 within 15 Business Days after demand by the applicable Managing AgentAgent on behalf of such Affected Party, the Borrower shall pay to the Administrative such Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased cost or such reduction. The Borrower acknowledges that any Affected Party may institute measures in anticipation of a Regulatory Change (including the imposition of internal charges on such Affected Party’s interests or obligations under this Agreement), and may commence allocating Early Adoption Increased Costs, in advance of the effective date of such Regulatory Change, and the Borrower agrees to pay such Early Adoption Increased Costs to the Affected Party within 30 days after demand therefor without regard to whether such effective date has occurred; provided, however, that such amounts shall be payable to an Affected Party only if such Affected Party represents and warrants in writing to the Borrower that it is (1) recognizing internal charges in respect of such Affected Party’s interests or obligations under this Agreement in anticipation of a Regulatory Change and (2) applying consistent return metrics in making determinations to charge Early Adoption Increased Costs or similar amounts to its similarly situated consumer loan finance company customers; further provided, however, that no amount of Early Adoption Increased Costs shall begin to accrue or be payable by the Borrower in respect of an anticipated Regulatory Change until 30 days after the Borrower’s receipt of written notice that such Affected Party intends to make a claim for Early Adoption Increased Costs under this Section in respect of such change. For the avoidance of doubt, the Borrower shall not be required to pay any Early Adoption Increased Costs incurred by any Affected Party prior to the expiration of the 30-day notice period specified in the preceding sentence. The Borrower further acknowledges that any charge or compensation demanded hereunder may take the form of a monthly charge to be assessed by such Affected Party. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request (including the Xxxx-Xxxxx Xxx, Xxxxx XX, Xxxxx III, the Xxxxxxx Rule or the Risk-Based Capital Requirements) or (ii) compliance by any Affected Party with the interpretation of or any change in the interpretation of any law, guideline, rule, regulation, directive or request from any Governmental Authority (whether or not having the force of law), including compliance by an Affected Party with any request or directive regarding capital adequacy (including the Xxxx-Xxxxx Xxx, Xxxxx XX, Xxxxx III or the Risk-Based Capital Requirements), but in each case, excluding Indemnified Taxes and Excluded Taxes, that has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within 15 Business Days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand and reasonably estimated calculation of such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. (c) If as a result of any event or circumstance similar to those described in clause (aSection 2.13(a) of this Section 2.12or 2.13(b), an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party Credit Provider in connection with this Agreement or the funding or maintenance of Advances Loans hereunder, then within ten 15 days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it. (cd) In determining any amount provided for in this sectionSection, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section shall submit to the Borrower a certificate as to describing such additional or increased cost or reductionreduction in reasonable detail, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable manifest error. (e) If any Lender has or anticipates having any claim for compensation from the Borrower pursuant to Section 2.13(a), and such Lender believes that having the Loans under this Agreement (or any related Credit Facility or Liquidity Facility provided by a Lender with respect to a Conduit Lender hereunder) rated by a particular nationally recognized statistical rating organization would reduce the amount of such compensation by an amount deemed by such Lender to be material, such Lender shall provide a Ratings Request to the Borrower and the Servicer that such Lender intends to request a Required Rating. The Borrower and the Servicer agree that they shall cooperate with such Lender’s efforts to obtain the Required Rating, and shall provide the applicable nationally recognized statistical rating organization (either directly or through distribution to the Administrative Agent or Lender) any information requested by such nationally recognized statistical rating organization for purposes of providing and monitoring the Required Rating. The Lender or Lenders providing the Ratings Request shall pay the initial fees payable to such nationally recognized statistical rating organization for providing the rating and all ongoing fees payable to such nationally recognized statistical rating organization for their continued monitoring of the rating (for the avoidance of doubt, this Section 2.13(e) shall not apply to the initial and ongoing fees payable to DBRS in connection with the ratings assigned in connection with this Agreement on the Closing Date, which Regional Management is obligated to pay to DBRS directly). Nothing in this subsection shall preclude any Lender from demanding compensation from the Borrower pursuant to Section 2.13(a) at any time and without regard to whether the Required Rating shall have been obtained, or shall require any Lender to obtain any rating on the facility prior to demanding any such compensation from the Borrower.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or administration thereof (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), in each case, adopted, made or implemented after the A&R Effective Date, shall (a) of any such authority or agency: (i) that subjects subject any Affected Party to any charge or withholding Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Documentits loans, loan principal, letters of credit, commitments, or on or with respect to the Advancesother obligations, or changes its deposits, reserves, other liabilities or capital attributable thereto, (b) impose, modify or deem applicable any reserve requirement (including, without limitation, any reserve requirement imposed by the basis Board of taxation Governors of payments to the Federal Reserve System, but excluding any Affected Party of any amounts payable under any Transaction Document (except for changes reserve requirement, if any, included in the rate determination of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance chargeInterest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition (other than Taxes) affecting the ownership interest in the Collateral conveyed to the Lenders hereunder or any Affected Party’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a this Agreement or under any other Transaction Document or to require any payment calculated Document, then on the later of the next Payment Date and 30 days after receipt by reference to the amount Borrower of interests or loans held or interest received by it, then, upon demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, in each case, adopted, made or implemented after the A&R Effective Date, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, on the later of the next Payment Date and 30 days after receipt by the Borrower of demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction; provided that notwithstanding anything in this Section 2.12(b) to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in law” for the purposes of clause (i) above, regardless of the date enacted, adopted or issued. (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.122.12 that occurs after the A&R Effective Date, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten on the later of the next Payment Date and 30 days after receipt by the Borrower of demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.12, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.12 shall submit to the Borrower Collateral Manager a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable manifest error. (e) If a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” with respect to any Lender occurred, such Lender shall in turn so notify the Borrower, whereupon all Advances Outstanding of the affected Lender in respect of which Interest accrues at the LIBOR Rate shall immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate in accordance with the definition of “Interest Rate”. (f) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Affected Party’s right to demand or receive such compensation. Notwithstanding anything to the contrary in this Section 2.12, the Borrower shall not be required to compensate an Affected Party pursuant to this Section 2.12 for any amounts incurred more than six (6) months prior to the date that such Affected Party notifies the Borrower of such Affected Party’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six (6) month period shall be extended to include the period of such retroactive effect. (g) Each Lender agrees that it will take such commercially reasonable actions as the Borrower may reasonably request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 2.12 or Section 2.13; provided that, no Lender shall be obligated to take any actions that would, in the reasonable opinion of such Lender, be disadvantageous to such Lender. In no event will Borrower be responsible for increased amounts referred to in this Section 2.12 which relates to any other entities to which Lenders provide financing. In no event will Borrower be responsible for any increased amounts or reduced return referred to in this Section 2.12 resulting from any Lender subject to a Bail-In Action being deemed a Defaulting Lender or such Lender not receiving interest on Advances that it does not fund as a result of a Bail-In Action.

Increased Costs; Capital Adequacy; Illegality. (a) If after the date hereof, any Managing Agent, Lender or any Affiliate thereof (each of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive Law shall (whether or not having the force of lawA) of any such authority or agency: (i) that subjects any subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected Party Party), duty or taxes excluded other charge with respect to the Revolving Loans made by Section 2.13it hereunder, or any right to make a Funding hereunder, or on any payment made hereunder, (B) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes impose any other condition affecting the Revolving Loans made by it hereunder or a Lender’s rights hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document 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, Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased cost or such reduction. (b) If as a result of any event or circumstance similar to those described in clause (a) of this Section 2.12, an Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunderAgreement, then within ten (10) days after demand by such Affected PartyParty (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as may be necessary to reimburse will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered. (b) If any Change in Law shall occur regarding capital or liquidity requirements which has or would have the effect of reducing the rate of return on the capital of any Affected Party or would otherwise result in the imposition of an internal capital or liquidity charge on such Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such reduction or charge (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten (10) days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts paid as will compensate such Affected Party for such reduction suffered or charge imposed. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by itthe Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 2.10(b). (c) In determining any amount provided for in this section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower Servicer a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable error.

Increased Costs; Capital Adequacy; Illegality. (a) If after the date hereof, any Managing Agent, Lender or any Affiliate thereof (each of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any a Regulatory Change in Law(including, without limitation, any accounting principles change by way of imposition or increase of reserve requirements or any change in any of the foregoinginternal capital or liquidity charge or other imputed cost assessed upon such Affected Party, or any change which in the interpretation reasonable good faith discretion of such Affected Party is allocable to the Borrower or administration thereof to the transactions contemplated by any governmental authority, the Financial Accounting Standards Board, 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 lawthis Agreement) of any such authority or agency: (i) that subjects any Affected Party Lender to any charge Taxes (other than (1) Indemnified Taxes, (2) Taxes described in clauses (ii) through (v) of Section 2.13(a), (3) Taxes for which a Lender is not entitled to indemnification under Section 2.13(a) and Section 2.13(b) by virtue of Section 2.13(e) or withholding on Section 2.13(m) and (4) Taxes imposed as a result of a present or with respect former connection between any Lender and the jurisdiction imposing such Tax (other than connections arising from such Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected security interest under, engaged in any other transaction pursuant to or enforced any Transaction Document or an Affected Party’s obligations under a Transaction Document, or sold or assigned an interest in any Advance or Transaction Document) that are (x) imposed on or with respect to the Advancesmeasured by net income (however denominated), (y) franchise Taxes or (z) branch profits Taxes) on its loans, loan principal, letters of credit, commitments, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (except for changes in the rate of tax on the overall net income of an Affected Party other obligations, or taxes excluded by Section 2.13) its deposits, reserves, other liabilities or capital attributable thereto 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 an Affected Party, or credit extended by an Affected Party pursuant to a Transaction Document (including, without limitation, any internal capital or liquidity charge or other imputed cost assessed upon such Affected Party, which in the sole discretion of such Affected Party is allocable to the Borrower or to the transactions contemplated by this Agreement) or (iii) that imposes any other condition (other than Taxes) the result of which is to increase the cost to an Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon not later than thirty (30) days following demand by the applicable Managing Agent, the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased cost or such reduction. (b) If as a result of any event or circumstance similar ; provided that the Borrower shall not be required to those described in compensate an Affected Party pursuant to this clause (a) of this Section 2.12, an for any increased costs or reductions incurred more than one hundred eighty (180) days prior to the date that such Affected Party is required notifies the Borrower of the event or circumstance giving rise to compensate such increased costs or reductions and of such Affected Party’s intention to claim compensation therefor; provided, further, that if the request or compliance giving rise to such increased costs or reductions has a bank retroactive effect, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. For purposes hereof “Regulatory Change” shall mean, with respect to any Affected Party, (A) the adoption, change, implementation, change in the phase-in or other financial institution providing commencement of effectiveness of after the date hereof of: (i) any United States Federal or state or foreign law, regulation, treaty or official directive applicable to such Affected Party, (ii) regulation (including any applicable law, rule or regulation regarding capital adequacy or liquidity supportcoverage), credit enhancement interpretation, rule, directive, requirement or other similar support request (whether or financing not having the force of law) applicable to such Affected Party of (1) any court or government authority charged with the interpretation or administration of any law referred to in connection with this Agreement clause (A)(i), or the funding (2) any fiscal, monetary or maintenance of Advances hereunder, then within ten days after demand by other authority having jurisdiction over such Affected Party, the Borrower shall pay or (iii) GAAP or regulatory accounting principles applicable to such Affected Party such additional amount or amounts as may be necessary and affecting the application to reimburse such Affected Party for of any law, regulation, interpretation, directive, requirement or request referred to in clause (A)(i) or (A)(ii) above; (B) any change in the application to such Affected Party of any existing law, regulation, interpretation, directive, requirement, request or accounting principles referred to in clause (A)(i), (A)(ii) or (A)(iii) above or any change in the interpretation, application or administration thereof by any governmental authority, central bank or 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 amounts paid authority, central bank or comparable agency; or (C) the compliance, whether commenced prior to or after the date hereof, by it. any Affected Party with the requirements of (ci) In determining the final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted by the United States bank regulatory agencies on December 15, 2009, or any amount provided rules, regulations, guidance, interpretations or directives promulgated or issued in connection therewith by such agency (whether or not having force of law), (ii) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act adopted by Congress on July 21, 2010, or any existing or future rules, regulations, guidance, interpretations or directives from the United States bank regulatory agencies relating thereto (whether or not having the force of law), (iii) the July 1988 paper or the June 2006 paper prepared by the Basel Committee on Banking Supervision as set out in the publication entitled: “International Convergence of Capital Measurements and Capital Standards: a Revised Framework”, as updated from time to time, or any rules, regulations, guidance, interpretations or directives promulgated or issued in connection therewith by the United States bank regulatory agencies (whether or not having force of law) or any other request, rule, guideline or directive promulgated by the Bank for in this sectionInternational Settlements, the Affected Party may use Basel Committee on Banking Supervision (or any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel II or Basel III, or (iv) any guideline or request from any central bank or other governmental agency or authority (whether or not having the Borrower a certificate as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable errorforce of law).

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or administration thereof regulation or (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (a) of any such authority or agency: (i) that subjects any subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected Party Party), duty or taxes excluded by Section 2.13other charge with respect to its interest in the Collateral, or any right to make the Advance hereunder, or on any payment made hereunder, (b) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition affecting the security interest in the Collateral granted to the Purchasers hereunder or the Purchasers’ rights hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, then within ten days after demand by such Affected Party (which demand shall be accompanied by a Transaction Document or to require any payment calculated by reference statement setting forth the basis for such demand), the Servicer shall pay (and to the amount of interests or loans held or interest received by itextent the Servicer does not make such payment the Sellers, thenjointly and severally, upon demand by the applicable Managing Agent, Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged pay) directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Servicer shall pay (and to the extent the Servicer does not make such payment the Sellers, jointly and severally, shall pay) directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For the avoidance of doubt, if the issuance of Interpretation No. 46 by the Financial Accounting Standards Board 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 the Originators or Sellers with the assets and liabilities of the Administrative Agent, any Purchaser Agent, any Purchaser or any Liquidity Bank, such event shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.15. (c) If as a result of any event or circumstance similar to those described in clause clauses (a) or (b) of this Section 2.122.15, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances the Advance hereunder, then within ten days after demand by such Affected Party, the Borrower Servicer shall pay (and to the extent the Servicer does not make such payment the Sellers, jointly and severally, shall pay) to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.15, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.15 shall submit to the Borrower Servicer a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable error. (e) If the applicable Purchaser shall notify their respective Purchaser Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the applicable Purchaser Agent or the Administrative Agent shall in turn so notify the Sellers, whereupon all Advances Outstanding of the affected Liquidity Bank or Institutional Purchaser in respect of which Interest accrues at the Adjusted Eurodollar Rate shall immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate. (f) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.15 shall not constitute a waiver of such Affected Party’s right to demand or receive such compensation.

Increased Costs; Capital Adequacy; Illegality. (a) If after the date hereof, any Managing Agent, Lender or any Affiliate thereof (each of which, an “Affected Party”) Party shall be charged any fee, expense or increased cost on account of the adoption of any Change in LawApplicable Law (including any Applicable Law regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, the Financial Accounting Standards Board, 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: agency (a “Regulatory Change”): (i) that subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (except for changes in the rate of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) 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 an Affected Party, or credit extended by an Affected Party pursuant to a Transaction Document or (iii) that imposes any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document 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 Lender to the Borrower, with a copy to the Servicer, the Documentation Agent and the applicable Managing Agent, the Borrower shall pay pay, in accordance with the Priority of Payments, to the Administrative Paying Agent, for payment to the any applicable Managing Agent Lenders for the benefit of the relevant Affected Party, such amounts charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased cost or such reduction. (b) If as a result of any event or circumstance similar to those described in clause (a) of this Section 2.12, an Affected Party is required to compensate a bank Funding Source or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party Support Provider in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days on the next Payment Date after demand by such Affected Party, the Borrower shall pay pay, in accordance with the Priority of Payments, to the Paying Agent, for payment to such Affected Party Party, such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it. (c) In determining any amount provided for in this section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower Borrower, with a copy to the Documentation Agent, a certificate as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable error.

Increased Costs; Capital Adequacy; Illegality. (a) If after the date hereof, any Managing Agent, Lender or any Affiliate thereof (each of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Regulatory Change in Law, any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, 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: (i) that subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document this Agreement or an Affected Party’s obligations under a Transaction Documentthis Agreement, or on or with respect to a Loan and/or the AdvancesReceivables, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document this Agreement (except for changes in the rate of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or Indemnified Taxes and Excluded Taxes), (ii) that imposes, modifies or deems applicable any reserve, assessment, fee, tax (except for Indemnified Taxes and Excluded Taxes), insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of an Affected Party, or credit extended by an Affected Party pursuant to a Transaction Document this Agreement or (iii) that imposes any other condition affecting a Loan or a Lender’s right hereunder (other than Taxes), the result of which (A) is a fee, expense, internal capital charge or other imputed cost allocable to increase any Affected Party, (B) increases the cost to an Affected Party of performing its obligations under a Transaction Document, this Agreement or to reduce (C) reduces the rate of return on an Affected Party’s capital or assets as a consequence of its obligations under a Transaction Documentthis Agreement, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document 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 within 15 Business Days after demand by the applicable Managing AgentAgent on behalf of such Affected Party, the Borrower shall pay to the Administrative such Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased cost or such reduction. The Borrower acknowledges that any Affected Party may institute measures in anticipation of a Regulatory Change (including the imposition of internal charges on such Affected Party’s interests or obligations under this Agreement), and may commence allocating Early Adoption Increased Costs, in advance of the effective date of such Regulatory Change, and the Borrower agrees to pay such Early Adoption Increased Costs to the Affected Party within 30 days after demand therefor without regard to whether such effective date has occurred; provided, however, that such amounts shall be payable to an Affected Party only if such Affected Party represents and warrants in writing to the Borrower that it is (1) recognizing internal charges in respect of such Affected Party’s interests or obligations under this Agreement in anticipation of a Regulatory Change and (2) applying consistent return metrics in making determinations to charge Early Adoption Increased Costs or similar amounts to its similarly situated consumer loan finance company customers; further provided, however, that no amount of Early Adoption Increased Costs shall begin to accrue or be payable by the Borrower in respect of an anticipated Regulatory Change until 30 days after the Borrower’s receipt of written notice that such Affected Party intends to make a claim for Early Adoption Increased Costs under this Section in respect of such change. For the avoidance of doubt, the Borrower shall not be required to pay any Early Adoption Increased Costs incurred by any Affected Party prior to the expiration of the 30-day notice period specified in the preceding sentence. The Borrower further acknowledges that any charge or compensation demanded hereunder may take the form of a monthly charge to be assessed by such Affected Party. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request (including the Xxxx-Xxxxx Act, Basel II, Basel III, the Xxxxxxx Rule or the Risk-Based Capital Requirements) or (ii) compliance by any Affected Party with the interpretation of or any change in the interpretation of any law, guideline, rule, regulation, directive or request from any Governmental Authority (whether or not having the force of law), including compliance by an Affected Party with any request or directive regarding capital adequacy (including the Xxxx-Xxxxx Act, Basel II, Basel III or the Risk-Based Capital Requirements), but in each case, excluding Indemnified Taxes and Excluded Taxes, that has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within 15 Business Days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand and reasonably estimated calculation of such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. (c) If as a result of any event or circumstance similar to those described in clause (aSection 2.13(a) of this Section 2.12or 2.13(b), an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party Credit Provider in connection with this Agreement or the funding or maintenance of Advances Loans hereunder, then within ten 15 days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it. (cd) In determining any amount provided for in this sectionSection, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section shall submit to the Borrower a certificate as to describing such additional or increased cost or reductionreduction in reasonable detail, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable manifest error. (e) If any Lender has or anticipates having any claim for compensation from the Borrower pursuant to Section 2.13(a), and such Xxxxxx believes that having the Loans under this Agreement (or any related Credit Facility or Liquidity Facility provided by a Lender with respect to a Conduit Lender hereunder) rated by a particular nationally recognized statistical rating organization would reduce the amount of such compensation by an amount deemed by such Lender to be material, such Lender shall provide a Ratings Request to the Borrower and the Servicer that such Lender intends to request a Required Rating. The Borrower and the Servicer agree that they shall cooperate with such Xxxxxx’s efforts to obtain the Required Rating, and shall provide the applicable nationally recognized statistical rating organization (either directly or through distribution to the Administrative Agent or Lender) any information requested by such nationally recognized statistical rating organization for purposes of providing and monitoring the Required Rating. The Lender or Lenders providing the Ratings Request shall pay the initial fees payable to such nationally recognized statistical rating organization for providing the rating and all ongoing fees payable to such nationally recognized statistical rating organization for their continued monitoring of the rating. Nothing in this subsection shall preclude any Lender from demanding compensation from the Borrower pursuant to Section 2.13(a) at any time and without regard to whether the Required Rating shall have been obtained, or shall require any Lender to obtain any rating on the facility prior to demanding any such compensation from the Borrower.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or administration thereof regulation or (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (a) of any such authority or agency: (i) that subjects any subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected Party Party), duty or taxes excluded by Section 2.13other charge with respect to any ownership interest in the Collateral, or any right to make Advances hereunder, or on any payment made hereunder, (b) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition affecting the ownership interest in the Collateral conveyed to the Purchasers hereunder or the Purchasers’ rights hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, then within ten days after demand by such Affected Party (which demand shall be accompanied by a Transaction Document or to require any payment calculated by reference statement setting forth the basis for such demand), the Servicer shall pay (and to the amount of interests or loans held or interest received by it, then, upon demand by extent the applicable Managing Agent, Borrower Servicer does not make such payment the Seller shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged pay) directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Servicer shall pay (and to the extent the Servicer does not make such payment the Seller shall pay) directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For the avoidance of doubt, if the issuance of Interpretation No. 46 by the Financial Accounting Standards Board 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 the Originator or Seller with the assets and liabilities of the Administrative Agent, any Purchaser Agent, any Purchaser or any Liquidity Bank, such event shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.15. (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.122.15, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after demand by such Affected Party, the Borrower Servicer shall pay (or to the extent the Servicer does not make such payment the Seller shall pay) to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.15, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.15 shall submit to the Borrower Servicer a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable error. (e) If the applicable Purchaser shall notify their respective Purchaser Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the applicable Purchaser Agent shall in turn so notify the Seller, whereupon all Advances Outstanding of the affected Purchaser in respect of which Interest accrues at the Adjusted Eurodollar Rate shall immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or administration thereof (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), in each case, adopted, made or implemented after the Closing Date, shall (a) of any such authority or agency: (i) that subjects subject any Affected Party to any charge or withholding Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Documentits loans, loan principal, letters of credit, commitments, or on or with respect to the Advancesother obligations, or changes its deposits, reserves, other liabilities or capital attributable thereto, (b) impose, modify or deem applicable any reserve requirement (including, without limitation, any reserve requirement imposed by the basis Board of taxation Governors of payments to the Federal Reserve System, but excluding any Affected Party of any amounts payable under any Transaction Document (except for changes reserve requirement, if any, included in the rate determination of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance chargeInterest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition (other than Taxes) affecting the ownership interest in the Collateral conveyed to the Lenders hereunder or any Affected Party’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a this Agreement or under any other Transaction Document or to require any payment calculated Document, then on the later of the next Payment Date and 30 days after receipt by reference to the amount Borrower of interests or loans held or interest received by it, then, upon demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, in each case, adopted, made or implemented after the Closing Date, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, on the later of the next Payment Date and 30 days after receipt by the Borrower of demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. (bc) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.122.12 that occurs after the Closing Date, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten on the later of the next Payment Date and 30 days after demand by receipt of a statement describing such Affected Partycosts in reasonable detail, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.12, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.12 shall submit to the Borrower Collateral Manager a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable manifest error. (e) If a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” with respect to any Lender occurred, such Lender shall in turn so notify the Borrower, whereupon all Advances Outstanding of the affected Lender in respect of which Interest accrues at the Benchmark shall immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate in accordance with the definition of “Interest Rate”. (f) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Affected Party’s right to demand or receive such compensation. Notwithstanding anything to the contrary in this Section 2.12, the Borrower shall not be required to compensate an Affected Party pursuant to this Section 2.12 for any amounts incurred more than six (6) months prior to the date that such Affected Party notifies the Borrower of such Affected Party’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six (6) month period shall be extended to include the period of such retroactive effect. (g) Each Lender agrees that it will take such commercially reasonable actions as the Borrower may reasonably request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 2.12 or Section 2.13 provided that, no Lender shall be obligated to take any actions that would, in the reasonable opinion of such Lender, be disadvantageous to such Lender. In no event will Borrower be responsible for increased amounts referred to in this Section 2.12 which relates to any other entities to which Lenders provide financing. (h) Notwithstanding anything herein to the contrary, (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all rules and regulations promulgated thereunder or issued in connection therewith and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have been introduced after the Closing Date, thereby constituting a change for which a claim for increased costs or additional amounts may be made hereunder with respect to the Affected Parties, regardless of the date enacted, adopted or issued.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or administration thereof (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (A) of any such authority or agency: (i) that subjects subject any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction DocumentTaxes (other than (i) Indemnified Taxes, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (except for changes in the rate of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or (ii) that imposesTaxes described in clauses (b) through (d) of the definition of Excluded Taxes and (iii) Connection Income Taxes) on its loans, modifies loan principal, letters of credit, commitments, or deems other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (B) impose, modify or deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes impose any other condition affecting any Affected Party’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a this Agreement or under any other Transaction Document or to require any payment calculated by reference to Document, then on the amount of interests or loans held or interest received by it, then, upon Payment Date following demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, but excluding Taxes, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, on the Payment Date following demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For the avoidance of doubt, if the issuance of any amendment or supplement to Interpretation No. 46 or to Statement of Financial Accounting Standards No. 140 by the Financial Accounting Standards Board 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 the Seller, the Borrower or any Affected Party with the assets and liabilities of the Administrative Agent or any Lender or shall otherwise impose any loss, cost, expense, reduction of return on capital or other loss, such event shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.12. Notwithstanding the foregoing, but subject to Section 6.7, the provisions of this Section 2.12(b) shall not apply to the consolidation of the Borrower for accounting purposes as required by GAAP with the Collateral Manager or any Affiliate thereof, whether or not an Affected Party. (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.12, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten (10) days after demand by such Affected PartyParty to the extent of funds available in the Collection Account (and, to the extent of any additional amounts, on the next Payment Date pursuant to Section 2.7 or 2.8, as applicable, occurring at least five (5) Business Days after the request for such invoice), the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.12, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.12 shall submit to the Borrower and the Collateral Manager a certificate written description as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable manifest error; provided, however, that no Lender shall be requested to disclose confidential or price-sensitive information or any other information, to the extent prohibited by law. (e) If a Disruption Event with respect to any Lender occurred, such Lender shall in turn so notify the Borrower, whereupon all Advances Outstanding of the affected Lender in respect of which Interest accrues at Daily Simple SOFR shall immediately be converted into Advances Outstanding in respect of which such Interest accrues at the Base Rate. (f) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Affected Party’s right to demand or receive such compensation. Notwithstanding anything to the contrary in this Section 2.12, the Borrower shall not be required to compensate an Affected Party pursuant to this Section 2.12 for any amounts incurred more than six (6) months prior to the date that such Affected Party notifies the Borrower of such Affected Party’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six (6) month period shall be extended to include the period of such retroactive effect. (g) Each Lender agrees that it will take such commercially reasonable actions as the Borrower may reasonably request (including designating a different lending office for funding or booking its Advances hereunder or assigning its rights and obligations hereunder to another of its offices, branches or affiliates) that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 2.12 or Section 2.13; provided that no Lender shall be obligated to take any actions that would, in the reasonable opinion of such Lender, subject such Lender to any unreimbursed cost or expense or otherwise be disadvantageous to such Lender. In no event will Borrower be responsible for increased amounts referred to in this Section 2.12 relating to any other entities to which Lenders provide financing or resulting from any Lender subject to a Bail-In Action being deemed a Defaulting Lender or such Lender not receiving interest on Advances that it does not fund as a result of a Bail-In Action. (h) If any Lender requests compensation under this Section 2.12, any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by Borrower that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lenders, or if the Borrower is required to pay any Indemnified Taxes to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.16), all of its interests, rights (other than its existing rights to payments pursuant to this Section 2.12 or Section 2.13) and obligations under this Agreement and the related Transaction Documents to an eligible assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment).

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or administration thereof regulation or (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (a) of any such authority or agency: (i) that subjects any subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected Party Party), duty or taxes excluded by Section 2.13other charge with respect to its interest in the Collateral, or any right to make Advances hereunder, or on any payment made hereunder, (b) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition affecting the security interest in the Collateral granted to the Purchasers hereunder or the Purchasers’ rights hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, then within ten days after demand by such Affected Party (which demand shall be accompanied by a Transaction Document or to require any payment calculated by reference statement setting forth the basis for such demand), the Servicer shall pay (and to the amount of interests or loans held or interest received by it, then, upon demand by extent the applicable Managing Agent, Borrower Servicer does not make such payment the Seller shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged pay) directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Servicer shall pay (and to the extent the Servicer does not make such payment the Seller shall pay) directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For the avoidance of doubt, if the issuance of Interpretation No. 46 by the Financial Accounting Standards Board 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 the Originator or Seller with the assets and liabilities of the Administrative Agent, any Purchaser Agent, any Purchaser or any Liquidity Bank, such event shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.15. (c) If as a result of any event or circumstance similar to those described in clause clauses (a) or (b) of this Section 2.122.15, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after demand by such Affected Party, the Borrower Servicer shall pay (or to the extent the Servicer does not make such payment the Seller shall pay) to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.15, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.15 shall submit to the Borrower Servicer a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable error. (e) If the applicable Purchaser shall notify their respective Purchaser Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the applicable Purchaser Agent shall in turn so notify the Seller, whereupon all Advances Outstanding of the affected Liquidity Bank or Institutional Purchaser in respect of which Interest accrues at the Adjusted Eurodollar Rate shall immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereofintroduction of or any change (including, without limitation, any Managing Agent, Lender change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation or (ii) the compliance by a Purchaser or any Affiliate thereof (each of which, an “"Affected Party”") shall be charged with any fee, expense guideline or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, request from any central bank or any comparable other governmental agency charged with the interpretation or administration thereof, or compliance with any request or directive authority (whether or not having the force of law), (A) of any such authority or agency: (i) that subjects any shall subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of such Affected Party), duty or other charge with respect to an Affected Party Asset Interest, or taxes excluded by Section 2.13) any right to make Purchases hereunder, or on any payment made hereunder or (iiB) that imposesshall impose, modifies modify or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Yield), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes shall impose any other condition affecting an Asset Interest or a Purchaser's rights hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document or to require any payment calculated by reference to the amount of interests or loans held or interest received by itthis Agreement, then, upon then within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), Borrower the Seller shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Seller shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. (bc) If as a result of any event or circumstance similar to those described in clause clauses (a) or (b) of this Section 2.12section, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances Purchases hereunder, then within ten days after demand by such Affected Party, the Borrower Seller shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it. (cd) In determining any amount provided for in this section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower Seller a certificate as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable error. (e) If a Purchaser shall notify the Deal Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of "Eurodollar Disruption Event" has occurred, the Deal Agent shall in turn so notify the Seller, whereupon all Capital in respect of which Yield accrues at the Adjusted Eurodollar Rate shall immediately be converted into Capital in respect of which Yield accrues at the Base Rate.

Increased Costs; Capital Adequacy; Illegality. (a) If after the date hereof, any Managing Agent, Lender or any Affiliate thereof (each of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of the adoption of any Change in Lawapplicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy or liquidity), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, 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: agency (as clarified by the last sentence of this Section 2.12(a) below, a “Regulatory Change”): (i) that subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (except for changes in the rate of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) 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 an Affected Party, or credit extended by an Affected Party pursuant to a Transaction Document or (iii) that imposes any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document 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, Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased cost or such reduction. (b) If as a result . For avoidance of any event or circumstance similar to those described in clause (a) of this Section 2.12, an Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it. (c) In determining any amount provided for in this section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower a certificate as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable error.doubt,

Increased Costs; Capital Adequacy; Illegality. (a) If after the date hereof, any Managing Agent, Lender or any Affiliate thereof (each of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive Law shall (whether or not having the force of lawA) of any such authority or agency: (i) that subjects any subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected Party Party), duty or taxes excluded other charge with respect to the Revolving Loans made by Section 2.13it hereunder, or any right to make the Funding hereunder, or on any payment made hereunder, (B) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes impose any other condition affecting the Revolving Loans made by it hereunder or the Lender’s rights hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document 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, Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased cost or such reduction. (b) If as a result of any event or circumstance similar to those described in clause (a) of this Section 2.12, an Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunderAgreement, then within ten (10) days after demand by such Affected PartyParty (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as may be necessary to reimburse will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered. (b) If any Change in Law shall occur regarding capital or liquidity requirements which has or would have the effect of reducing the rate of return on the capital of any Affected Party or would otherwise result in the imposition of an internal capital or liquidity charge on such Affected Person as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such reduction or charge (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten (10) days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts paid as will compensate such Affected Party for such reduction suffered or charge imposed. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by itthe Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 2.10(b). (c) In determining any amount provided for in this sectionSection, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower Servicer a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable error.

Increased Costs; Capital Adequacy; Illegality. (a) If after the date hereof, any Managing Agent, Lender or any Affiliate thereof (each of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, 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: agency (as clarified by the last sentence of this Section 2.12(a) below, a “Regulatory Change”): (i) that subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (except for changes in the rate of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) 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 an Affected Party, or credit extended by an Affected Party pursuant to a Transaction Document or (iii) that imposes any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document 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, Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased cost or such reduction. For avoidance of doubt, “Regulatory Change” shall include the compliance, whether commenced prior to or after the date hereof, by any Affected Party with the requirements of (i) the final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted by the United States bank regulatory agencies on December 15, 2009, or any rules, regulations, guidance, interpretations or directives promulgated or issued in connection therewith by such agency (whether or not having force of law), (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act adopted by Congress on July 21, 2010, or any existing or future rules, regulations, guidance, interpretations or directives from the United States bank regulatory agencies relating thereto (whether or not having the force of law), and (iii) the July 1988 paper or the June 2006 paper prepared by the Basel Committee on Banking Supervision as set out in the publication entitled: “International Convergence of Capital Measurements and Capital Standards: a Revised Framework”, as updated from time to time, or any rules, regulations, guidance, interpretations or directives promulgated or issued in connection therewith by the United States bank regulatory agencies (whether or not having force of law) or any other request, rule, guideline or directive 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 II or Basel III. (b) If as a result of any event or circumstance similar to those described in clause (a) of this Section 2.12, an Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it. (c) In determining any amount provided for in this section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower a certificate as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable error.

Increased Costs; Capital Adequacy; Illegality. (a) If after the date hereof, any Managing Agent, Lender Lender, Liquidity Bank or any Affiliate thereof (each of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of the adoption of any Change in Lawapplicable 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 any governmental authority, the Financial Accounting Standards BoardBoard (“FASB”), 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: agency (a “Regulatory Change”): (i) that subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (except for changes in the rate of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) 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 an Affected Party, or credit extended by an Affected Party pursuant to a Transaction Document or (iii) that imposes any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document 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, Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased cost or such reduction. (b) If as a result of any event or circumstance similar to those described in clause (a) of this Section 2.12, an Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten (10) days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it. (c) In determining any amount provided for in this section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower a certificate as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable error.

Increased Costs; Capital Adequacy; Illegality. (a) If after the date hereof, any Managing Agent, Lender Lender, Liquidity Bank, Swingline Party or any Affiliate thereof (each of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of the adoption of any Change in Lawapplicable 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 any governmental authority, the Financial Accounting Standards BoardBoard (“FASB”), 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: agency (a “Regulatory Change”): (i) that subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (except for changes in the rate of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) 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 an Affected Party, or credit extended by an Affected Party pursuant to a Transaction Document or (iii) that imposes any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document 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, Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased cost or such reduction. (b) If as a result of any event or circumstance similar to those described in clause (a) of this Section 2.12, an Affected Party is required to compensate a bank or other financial institution institution, including a Swingline Party, providing liquidity support, credit enhancement enhancement, a Swingline Loan or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it. (c) In determining any amount provided for in this section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower a certificate as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable error.

Increased Costs; Capital Adequacy; Illegality. (a) If after the date hereof, any Managing Agent, Lender or any Affiliate thereof (each of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of the adoption of any Change in Lawapplicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy or liquidity), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, 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: agency (as clarified by the last sentence of this Section 2.12(a) below, a “Regulatory Change”): (i) that subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (except for changes in the rate of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) 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 an Affected Party, or credit extended by an Affected Party pursuant to a Transaction Document or (iii) that imposes any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document 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, Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased cost or such reduction. For avoidance of doubt, “Regulatory Change” shall include the compliance, whether commenced prior to or after the date hereof, by any Affected Party with the requirements of (i) the final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted by the United States bank regulatory agencies on December 15, 2009, or any rules, regulations, guidance, interpretations or directives promulgated or issued in connection therewith by such agency (whether or not having force of law), (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act adopted by Congress on July 21, 2010, or any existing or future rules, regulations, guidance, interpretations or directives from the United States bank regulatory agencies relating thereto (whether or not having the force of law), and (iii) the July 1988 paper or the June 2006 paper prepared by the Basel Committee on Banking Supervision as set out in the publication entitled: “International Convergence of Capital Measurements and Capital Standards: a Revised Framework”, as updated from time to time, or any rules, regulations, guidance, interpretations or directives promulgated or issued in connection therewith by the United States bank regulatory agencies (whether or not having force of law) or any other request, rule, guideline or directive 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 II or Basel III. (b) If as a result of any event or circumstance similar to those described in clause (a) of this Section 2.12, an Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it. (c) In determining any amount provided for in this section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower a certificate as to such additional or increased cost or reduction, which certificate shall be subject to Section 12.12(a) and shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable error; provided, however.

Increased Costs; Capital Adequacy; Illegality. (a) If after the date hereof, any Managing Agent, Lender or any Affiliate thereof Closing Date either (each i) the introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or administration thereof (ii) the compliance by a Lender with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (1) of subject a Lender to any Tax (except net income, gross income or franchise and similar taxes imposed on any Lender by a taxing jurisdiction in which any such authority Person is organized, conducts business or agency: is paying taxes (i) that subjects any Affected Party to any as the case may be)), duty or other charge or withholding on or with respect to any Transaction Document interest in the Collateral, or an Affected Party’s obligations under a Transaction Documentany right or obligation to make the Loan hereunder, or on any payment made hereunder, (2) impose, modify or with respect to deem applicable any reserve requirement (including, without limitation, any reserve requirement imposed by the AdvancesBoard of Governors of the Federal Reserve System, or changes the basis of taxation of payments to but excluding any Affected Party of any amounts payable under any Transaction Document (except for changes reserve requirement, if any, included in the rate determination of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance chargeInterest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an Affected Party pursuant to a by, any Lender under this Agreement or any other Transaction Document or (iii3) that imposes impose any other condition affecting the ownership or security interest in the Collateral conveyed to the Lenders hereunder or any Lender’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to an Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, any Lender or to reduce the amount of any sum received or receivable by an Affected Party a Lender under a this Agreement or under any other Transaction Document or to require any payment calculated by reference to Document, then on the amount of interests or loans held or interest received by it, then, upon Payment Date following demand by such Lender (or the applicable Managing Agentnext Payment Date, Borrower if such demand is given less than five (5) days prior to a Payment Date) (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), the Borrowers shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party Lender such additional amount or amounts as will compensate such Lender for such additional or increased cost incurred or such amounts to otherwise compensate such Affected Party for such increased cost or such reductionreduction suffered. (b) If as a result either (i) the introduction of or any change in or in the interpretation of any event law, guideline, rule, regulation, directive or circumstance similar to those described in clause request or (aii) of this Section 2.12compliance by any Lender with any law, an Affected Party is required to compensate a guideline, rule, regulation, directive or request from any central bank or other financial institution providing liquidity supportgovernmental authority or agency (whether or not having the force of law), credit enhancement including, without limitation, compliance by a Lender with any request or other similar support directive regarding capital adequacy, has or financing to such Affected Party would have the effect of reducing the rate of return on the capital of any Lender as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Lender with this Agreement or the funding or maintenance of Advances hereunderrespect to capital adequacy) by a material amount, then within ten days after from time to time, on the Payment Date following demand by such Affected PartyLender (or the next Payment Date, if such demand is given less than five (5) days prior to a Payment Date) (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), the Borrower Borrowers shall pay directly to such Affected Party Lender such additional amount or amounts as will compensate such Lender for such reduction. For the avoidance of doubt, if the issuance of any amendment or supplement to Interpretation No. 46 or to Statement of Financial Accounting Standards No. 140 by the Financial Accounting Standards Board 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 the Originator or the Borrowers with the assets and liabilities of any Lender or shall otherwise impose any loss, cost, expense, reduction of return on capital or other loss or any Lender, such event shall constitute a circumstance on which such Lender may be necessary to reimburse such Affected Party base a claim for any such amounts paid by itreimbursement under this Section 2.12. (c) In determining any amount provided for in this sectionSection 2.12, the Affected Party Lender may use any reasonable averaging and attribution methods. Any Affected Party Lender making a claim under this section Section 2.12 shall submit to the Borrower Servicer a certificate written description in reasonable detail as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable manifest error. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s right to demand or receive such compensation. The Borrowers shall not be required to compensate a Lender for any loss, cost or expense under this Section unless a claim therefor has been made within 180 days of knowledge thereof by such Lender.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or administration thereof (ii) the compliance by an Indemnified Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (a) of any such authority or agency: (i) that subjects any Affected subject an Indemnified Party to any charge Tax or withholding on or increased Tax of any kind whatsoever with respect to any Transaction Document this Agreement or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes change the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (except for changes the Lender in respect thereof with respect to its interest in the rate of tax Collateral, or any right or obligation to make Advances hereunder, or on the overall net income of an Affected Party any payment made hereunder, (b) impose, modify or taxes excluded by Section 2.13) or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an Affected by, any Indemnified Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition affecting the ownership interest in the Collateral conveyed to the Secured Parties hereunder or any Indemnified Party’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to an Affected any Indemnified Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Indemnified Party under a this Agreement or under any other Transaction Document or to require any payment calculated by reference to Document, then on the amount of interests or loans held or interest received by it, then, upon Payment Date following demand by such Indemnified Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Indemnified Party such additional amount or such amounts to otherwise as will compensate such Affected Indemnified Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Indemnified Party with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including, without limitation, compliance by an Indemnified Party with any request or directive regarding capital adequacy has or would have the effect of reducing the rate of return on the capital of any Indemnified Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Indemnified Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Indemnified Party with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, on the Payment Date following demand by such Indemnified Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Indemnified Party such additional amount or amounts as will compensate such Indemnified Party for such reduction; provided that notwithstanding anything in this Section 2.12(b) to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in law” for the purposes of clause (i) above, regardless of the date enacted, adopted or issued. If the issuance of any amendment or supplement to Interpretation No. 46 or to Statement of Financial Accounting Standards No. 140 by the Financial Accounting Standards Board or any other change in accounting standards, including GAAP, 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 the Related Fund, the Borrower or any Secured Party with the assets and liabilities of the Administrative Agent or any Lender or shall otherwise impose any loss, cost, expense, reduction of return on capital or other loss, such event shall constitute a circumstance on which such Indemnified Party may base a claim for reimbursement under this Section 2.12. (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.12, an Affected any Indemnified Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Indemnified Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten twenty-two (22) days after demand by such Affected Indemnified Party, the Borrower shall pay to such Affected Indemnified Party such additional amount or amounts as may be necessary to reimburse such Affected Indemnified Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.12, the Affected Indemnified Party may use any reasonable averaging and attribution methods. Any Affected Indemnified Party making a claim under this section Section 2.12 shall submit to the Borrower Investment Manager a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable manifest error. (e) Failure or delay on the part of any Indemnified Party to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Indemnified Party’s right to demand or receive such compensation. Notwithstanding anything to the contrary in this Section 2.12, the Borrower shall not be required to compensate an Indemnified Party pursuant to this Section 2.12 for any amounts incurred more than six (6) months prior to the date that such Indemnified Party notifies the Borrower of such Indemnified Party’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six (6) month period shall be extended to include the period of such retroactive effect. (f) Each Lender agrees that it will take such commercially reasonable actions as the Borrower may reasonably request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 2.12 or Section 2.13; provided that no Lender shall be obligated to take any actions that would, in the reasonable opinion of such Lender, be disadvantageous to such Lender. In no event will Borrower be responsible for increased amounts referred to in this Section 2.12 which relates to any other entities to which any Lender provides financing. Notwithstanding the foregoing, in no event shall the Lender seek reimbursement or compensation from the Borrower pursuant to Section 2.12 or Section 2.13 unless it is charging, in its capacity as lender thereto, similar amounts to all other special purpose entity borrowers that intend to acquire corporate credit assets in similar corporate credit financing transactions. (g) The payment of amounts under this Section 2.12 shall be on an after-Tax basis.

Increased Costs; Capital Adequacy; Illegality. (a) If either (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law after the date hereof, hereof or (ii) the compliance by an Affected Party with any Managing Agent, Lender guideline or any Affiliate thereof (each of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (A) of any such authority or agency: (i) that subjects subject any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction DocumentTaxes (other than (i) Indemnified Taxes, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (except for changes in the rate of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or (ii) that imposesTaxes described in clauses (b) through (d) of the definition of Excluded Taxes and (iii) Connection Income Taxes) on its loans, modifies loan principal, letters of credit, commitments, or deems other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (B) impose, modify or deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes impose any other condition affecting any Affected Party’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a this Agreement or under any other Transaction Document or to require any payment calculated by reference to Document, then on the amount of interests or loans held or interest received by it, then, upon Payment Date following demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, but excluding Taxes, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, on the Payment Date following demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For the avoidance of doubt, if the issuance of any amendment or supplement to Interpretation No. 46 or to Statement of Financial Accounting Standards No. 140 by the Financial Accounting Standards Board 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 the Seller, the Borrower or any Affected Party with the assets and liabilities of the Administrative Agent or any Lender or shall otherwise impose any loss, cost, expense, reduction of return on capital or other loss, such event shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.12. Notwithstanding the foregoing, but subject to Section 6.7, the provisions of this Section 2.12(b) shall not apply to the consolidation of the Borrower for accounting purposes as required by GAAP with the Servicer or any Affiliate thereof, whether or not an Affected Party. (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.12, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days on the next Payment Date pursuant to Section 2.7 or 2.8, as applicable, occurring at least five (5) Business Days after demand by such Affected Partythe request for compensation, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.12, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.12 shall submit to the Borrower and the Servicer a certificate written description as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable manifest error; provided, however, that no Lender shall be requested to disclose confidential or price-sensitive information or any other information, to the extent prohibited by law. (e) If a Disruption Event with respect to any Lender has occurred with respect to any then-current Benchmark, such Lender shall in turn so notify the Borrower, whereupon all Advances Outstanding made by the affected Lender in the applicable Available Currency will accrue Interest at the Base Rate from and including the date such of Disruption Event to, but excluding, the earlier of (x) such time as the conditions leading to such Disruption Event no longer exists and (y) the Benchmark Replacement Date for such Benchmark. (f) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Affected Party’s right to demand or receive such compensation. Notwithstanding anything to the contrary in this Section 2.12, the Borrower shall not be required to compensate an Affected Party pursuant to this Section 2.12 for any amounts incurred more than nine (9) months prior to the date that such Affected Party notifies the Borrower of such Affected Party’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine (9) month period shall be extended to include the period of such retroactive effect. (g) Each Lender agrees that it will take such commercially reasonable actions as the Borrower may reasonably request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 2.12 or Section 2.13; provided that no Lender shall be obligated to take any actions that would, in the reasonable opinion of such Lender, subject such Lender to any unreimbursed cost or expense or otherwise be disadvantageous to such Lender. In no event will Borrower be responsible for increased amounts referred to in this Section 2.12 relating to any other entities to which Lenders provide financing.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or administration thereof (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), in each case, adopted, made or implemented after the Closing Date, shall (a) of any such authority or agency: (i) that subjects subject any Affected Party to any charge or withholding Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Documentits loans, loan principal, letters of credit, commitments, or on or with respect to the Advancesother obligations, or changes its deposits, reserves, other liabilities or capital attributable thereto, (b) impose, modify or deem applicable any reserve requirement (including, without limitation, any reserve requirement imposed by the basis Board of taxation Governors of payments to the Federal Reserve System, but excluding any Affected Party of any amounts payable under any Transaction Document (except for changes reserve requirement, if any, included in the rate determination of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance chargeInterest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition (other than Taxes) affecting the ownership interest in the Collateral conveyed to the Lenders hereunder or any Affected Party’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a this Agreement or under any other Transaction Document or to require any payment calculated Document, then on the later of the next Payment Date and 30 days after receipt by reference to the amount Borrower of interests or loans held or interest received by it, then, upon demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive, treaty or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive, treaty or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, in each case, adopted, made or implemented after the Closing Date, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, on the later of the next Payment Date and 30 days after receipt by the Borrower of demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. (bc) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.122.12 that occurs after the Closing Date, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten on the later of the next Payment Date and 30 days after demand by receipt of a statement describing such Affected Partycosts in reasonable detail, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.12, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.12 shall submit to the Borrower Collateral Manager a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable manifest error, provided, however, that no Affected Party shall be requested to disclose confidential or price-sensitive information or any other information, to the extent prohibited by law. (e) If a Disruption Event as described in clause (a) of the definition of “Disruption Event” with respect to any Lender occurred, such Lender shall in turn so notify the Borrower, whereupon all Advances Outstanding of the affected Lender in respect of which Interest accrues at the Benchmark shall immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate in accordance with the definition of “Interest Rate”. (f) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Affected Party’s right to demand or receive such compensation. Notwithstanding anything to the contrary in this Section 2.12, the Borrower shall not be required to compensate an Affected Party pursuant to this Section 2.12 for any amounts incurred more than nine (9) months prior to the date that such Affected Party notifies the Borrower of such Affected Party’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine (9) month period shall be extended to include the period of such retroactive effect. (g) Each Lxxxxx agrees that it will take such commercially reasonable actions as the Borrower may reasonably request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 2.12 or Section 2.13 provided that, no Lender shall be obligated to take any actions that would, in the reasonable opinion of such Lender, be disadvantageous to such Lender. In no event will Borrower be responsible for increased amounts referred to in this Section 2.12 which relates to any other entities to which Lenders provide financing. (h) Notwithstanding anything herein to the contrary, (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all rules and regulations promulgated thereunder or issued in connection therewith and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have been introduced after the Closing Date, thereby constituting a change for which a claim for increased costs or additional amounts may be made hereunder with respect to the Affected Parties, regardless of the date enacted, adopted or issued.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing, or (including any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or administration thereof (ii) the compliance by the Administrative Agent or any governmental authority, the Financial Accounting Standards Board, Lender with any guideline or request from any central bank or any comparable agency charged with other Governmental Authority having jurisdiction over the interpretation Administrative Agent or administration thereof, or compliance with any request or directive such Lender (whether or not having the force of law), shall (a) subject the Administrative Agent or any Lender to any Tax or increased Tax of any kind whatsoever (other than (A) Indemnified Taxes that are covered under Section 2.13(a), (B) Taxes described in clauses (b) through (d) of any such authority the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or agency: (i) that subjects any Affected Party to any charge other obligations, or withholding on its deposits, reserves, other liabilities or capital attributable thereto or otherwise with respect to this Agreement, (b) impose, modify or deem applicable any Transaction Document or an Affected Party’s obligations under a Transaction Documentreserve requirement (including any reserve requirement imposed by the Board of Governors of the Federal Reserve System, or on or with respect to the Advancesbut excluding any reserve requirement, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (except for changes if any, included in the rate determination of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance chargeInterest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an Affected Party pursuant to a Transaction Document by, any Lender or (iiic) that imposes impose any other condition affecting the Administrative Agent’s or any Lender’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to an Affected Party of performing its obligations under a Transaction Document, the Administrative Agent or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, any Lender or to reduce the amount of any sum received or receivable by an Affected Party the Administrative Agent or any Lender under this Agreement or under any other Transaction Document, and in each case the Administrative Agent or such Lender has made a Transaction Document or similar determination with respect to require any payment calculated by reference to other facilities similarly situated other than for the amount reason of interests or loans held or interest received by itidentifiable legal differences between such facilities, then, upon then on the Payment Date following the tenth (10th) Business Day after demand by the applicable Managing AgentAdministrative Agent or such Lender (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), and in any case the Borrower shall pay directly to the Administrative Agent, Agent or such Lender such additional amount or amounts as will compensate the Administrative Agent or such Lender for payment such additional or increased cost incurred or such reduction suffered (it being understood and agreed that to the applicable Managing Agent for the benefit of the relevant Affected Partyextent there are not amounts available therefor on any Payment Date, such amounts charged shall be payable to such Affected Party the Administrative Agent or such Lender on the next Payment Date on which amounts to otherwise compensate such Affected Party for such increased cost or such reductiontherefor are available). (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by the Administrative Agent or any Lender with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency having jurisdiction over the Administrative Agent or such Lender (whether or not having the force of law), including compliance by the Administrative Agent or any Lender with any request or directive regarding capital adequacy has the effect of reducing the rate of return on the capital of the Administrative Agent or any Lender as a consequence of its obligations hereunder or arising in connection herewith to a level below that which the Administrative Agent or any such Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of the Administrative Agent or such Lender with respect to capital adequacy) by an amount deemed by the Administrative Agent or such Lender in good faith to be material, and in each case the Administrative Agent or such Lender has made a similar determination with respect to other facilities similarly situated other than for the reason of identifiable legal differences between such facilities, then from time to time, on the Payment Date following the tenth (10th) Business Day after demand by the Administrative Agent or such Lender (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), the Borrower shall pay directly to the Administrative Agent or such Lender such additional amount or amounts as will compensate the Administrative Agent or such Lender for such reduction (it being understood and agreed that to the extent there are not amounts available therefor on any Payment Date, such amounts shall be payable to the Administrative Agent or such Lender on the next Payment Date on which amounts therefor are available); provided that notwithstanding anything in this Section 2.12(b) to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in law” for the purposes of clause (i) above, regardless of the date enacted, adopted or issued. If the issuance of any amendment or supplement to Interpretation No. 46 or to Statement of Financial Accounting Standards No. 140 by the Financial Accounting Standards Board or any other change in accounting standards, including GAAP, 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 the Transferor, the Borrower or any Secured Party with the assets and liabilities of the Administrative Agent or any Lender or shall otherwise impose any loss, cost, expense, reduction of return on capital or other loss, such event shall constitute a circumstance on which the Administrative Agent or such Lender may base a claim for reimbursement under this Section 2.12. (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.12, an Affected Party the Administrative Agent or any Lender is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to the Administrative Agent or financing to such Affected Party Lender in connection with this Agreement or the funding or maintenance of Advances hereunderhereunder (and the Administrative Agent or such Lender, as applicable, is required to compensate such banks or other financial institutions or similarly situated banks or other financial institutions under other facilities similarly situated other than for the reason of identifiable legal differences between such facilities), then within ten twenty-two (22) days after demand by the Administrative Agent or such Affected PartyLender (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay to the Administrative Agent or such Affected Party Lender such additional amount or amounts as may be necessary to reimburse the Administrative Agent or such Affected Party Lender for any amounts payable or paid by it (it being understood and agreed that to the extent there are not amounts available therefor on any Payment Date, such amounts paid by itshall be payable to the Administrative Agent or such Lender on the next Payment Date on which amounts therefor are available). (cd) In determining any amount provided for in this sectionSection 2.12, the Affected Party Administrative Agent or any applicable Lender may use any reasonable averaging and attribution methods. Any Affected Party The Administrative Agent or any Lender making a claim under this section Section 2.12 shall submit to the Borrower Collateral Manager a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent manifest or demonstrable error. In determining any amount provided for in this Section 2.12, the Administrative Agent or the applicable Lender will act reasonably and in good faith. (e) If a Disruption Event with respect to any Lender occurred, such Lender shall in turn so notify the Borrower, whereupon all Advances Outstanding of the affected Lender in respect of which Interest accrues at the Benchmark shall immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate. (f) Failure or delay on the part of the Administrative Agent or any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the Administrative Agent’s or such Xxxxxx’s right to demand or receive such compensation. Notwithstanding anything to the contrary in this Section 2.12, the Borrower shall not be required to compensate the Administrative Agent or any Lender pursuant to this Section 2.12 for any amounts incurred or reductions suffered more than six (6) months prior to the date that the Administrative Agent or such Lender notifies the Borrower of the Administrative Agent’s or such Xxxxxx’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six (6) month period shall be extended to include the period of such retroactive effect. (g) Each Lender agrees that it will take such commercially reasonable actions as the Borrower may reasonably request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 2.12 or Section 2.13; provided that no Lender shall be obligated to take any actions that would, in the reasonable opinion of such Lender, be materially disadvantageous to such Lender. In no event will the Borrower be responsible for increased amounts referred to in this Section 2.12 which relates to any other entities to which any Lender provides financing. (h) The payment of amounts under this Section 2.12 shall be on an after-Tax basis. (i) Neither the Administrative Agent nor Lender shall exercise rights to recover Increased Costs pursuant to this Section 2.12 in a manner that is less favorable to Borrower than the Administrative Agent’s or such Xxxxxx’s exercise of such rights with respect to borrowers that are similarly situated to the Borrower. (j) Other than with respect to a Benchmark Transition Event (for which reference is made to Section 11.18), if the Administrative Agent reasonably determines (which determination shall be conclusive and binding absent manifest or demonstrable error) that “Daily Simple SOFR” cannot be determined pursuant to the definition thereof, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, the Borrower may revoke any request for an Advance bearing interest at the applicable Benchmark that cannot be determined pursuant to the foregoing sentence and, failing that, all Advances and all Advances Outstanding shall bear interest at the Base Rate plus the Applicable Spread, in each case, computed as otherwise described herein until the Administrative Agent revokes such notice(s); provided, however, the Administrative Agent may, in consultation with the Borrower and the applicable Lender, establish an alternative interest rate with respect to such Advances during the pendency of such period. (k) If any Lender determines that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Advances whose interest is determined by reference to Daily Simple SOFR, or to determine to charge interest rates based upon Daily Simple SOFR, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent), any obligation of such Lender to make or continue Advances that bear interest at Daily Simple SOFR, shall be suspended until such Xxxxxx notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay (pursuant to Section 2.3(a)) without any penalty, fee or premium or, if applicable, convert all Advances that bear interest at Daily Simple SOFR, of such Lender to Advances that bear interest at the Base Rate, on the Payment Date therefor, if such Lender may lawfully continue to maintain such Advances that bear interest at Daily Simple SOFR, to such day, or immediately, if such Lender may not lawfully continue to maintain such Advances that bear interest at Daily Simple SOFR; provided, however, the Administrative Agent may, in consultation with the Borrower and the applicable Lender, establish an alternative interest rate with respect to such Advances during the pendency of such period.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or administration thereof regulation or (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (a) of any such authority or agency: (i) that subjects any subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected Party Party), duty or taxes excluded by Section 2.13other charge with respect to any ownership interest in the Collateral, or any right to make Advances or Swingline Advances hereunder, or on any payment made hereunder, (b) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition affecting the ownership interest in the Collateral conveyed to the Purchasers hereunder or the Purchasers’ rights hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, then within ten days after demand by such Affected Party (which demand shall be accompanied by a Transaction Document or to require any payment calculated by reference statement setting forth the basis for such demand), the Servicer shall pay (and to the amount of interests or loans held or interest received by it, then, upon demand by extent the applicable Managing Agent, Borrower Servicer does not make such payment the Seller shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged pay) directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Servicer shall pay (and to the extent the Servicer does not make such payment the Seller shall pay) directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For the avoidance of doubt, if the issuance of Interpretation No. 46 by the Financial Accounting Standards Board 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 the Originator or Seller with the assets and liabilities of the Administrative Agent, any Purchaser Agent, any Purchaser or any Liquidity Bank, such event shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.15. (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.122.15, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances or Swingline Advances hereunder, then within ten days after demand by such Affected Party, the Borrower Servicer shall pay (or to the extent the Servicer does not make such payment the Seller shall pay) to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.15, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.15 shall submit to the Borrower Servicer a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable error. (e) If the applicable Purchaser or Swingline Purchaser shall notify their respective Purchaser Agent (or, in the case of the Swingline Purchaser, the Administrative Agent) that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the applicable Purchaser Agent or the Administrative Agent shall in turn so notify the Seller, whereupon all Advances Outstanding of the affected Purchaser or Swingline Purchaser in respect of which Interest accrues at the Adjusted Eurodollar Rate shall immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or administration thereof regulation or (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (A) of any such authority or agency: (i) that subjects any subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected Party Party), duty or taxes excluded by Section 2.13other charge with respect to the Capital, or any right to make the funding hereunder, or on any payment made hereunder, (B) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Yield), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes impose any other condition affecting the Capital or a Lender’s rights hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document or to require any payment calculated by reference to the amount of interests or loans held or interest received by itthis Agreement, then, upon then within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) the compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 2.13(b). (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.12Section, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunderthe Capital, then within ten days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section shall submit to the Borrower Servicer a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable error.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or administration thereof regulation or (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (a) of any such authority or agency: (i) that subjects any subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected Party Party), duty or taxes excluded by Section 2.13other charge with respect to its interest in the Collateral, or any right to make Advances hereunder, or on any payment made hereunder, (b) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition affecting the security interest in the Collateral granted to the Purchasers hereunder or the Purchasers’ rights hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, then within ten days after demand by such Affected Party (which demand shall be accompanied by a Transaction Document or to require any payment calculated by reference statement setting forth the basis for such demand), the Servicer shall pay (and to the amount of interests or loans held or interest received by it, then, upon demand by extent the applicable Managing Agent, Borrower Servicer does not make such payment the Seller shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged pay) directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Servicer shall pay (and to the extent the Servicer does not make such payment the Seller shall pay) directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For the avoidance of doubt, if the issuance of Interpretation No. 46 by the Financial Accounting Standards Board 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 the Originator or Seller with the assets and liabilities of the Administrative Agent, any Purchaser Agent, any Purchaser or any Liquidity Bank, such event shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.15. (c) If as a result of any event or circumstance similar to those described in clause clauses (a) or (b) of this Section 2.122.15, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after demand by such Affected Party, the Borrower Servicer shall pay (or to the extent the Servicer does not make such payment the Seller shall pay) to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.15, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.15 shall submit to the Borrower Servicer a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable error. (e) If the applicable Purchaser shall notify their respective Purchaser Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the applicable Purchaser Agent or the Administrative Agent shall in turn so notify the Seller, whereupon all Advances Outstanding of the affected Liquidity Bank or Institutional Purchaser in respect of which Interest accrues at the Adjusted Eurodollar Rate shall immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or administration thereof regulation or (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (A) of any such authority or agency: (i) that subjects any subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected Party Party), duty or taxes excluded other charge with respect to the Advance made by Section 2.13it hereunder, or any right to make the Funding hereunder, or on any payment made hereunder, (B) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Yield), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes impose any other condition affecting the Advance made by it hereunder or a Lender's rights hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document or to require any payment calculated by reference to the amount of interests or loans held or interest received by itthis Agreement, then, upon then within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this subsection 2.13(b). (c) If as a result of any event or circumstance similar to those described in clause clauses (a) or (b) of this Section 2.12section, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances the Advance hereunder, then within ten days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower Servicer a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable error. (e) If a Lender shall notify the Deal Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of "Eurodollar Disruption Event" has occurred, the Deal Agent shall in turn so notify the Borrower, whereupon all Capital in respect of which Yield accrues at the Adjusted Eurodollar Rate shall immediately be converted into Capital in respect of which Yield accrues at the Base Rate.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing, or (including any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Requirements of Law or administration thereof (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (a) of any such authority or agency: (i) that subjects any subject an Affected Party to any charge or withholding on or Tax (except for Excluded Taxes and any Taxes as to which an Additional Amount is payable pursuant to Section 2.13) with respect to a Draw hereunder, or any Transaction Document right or an Affected Party’s obligations under a Transaction Documentobligation to make Draws hereunder, or on any payment made hereunder, (b) impose, modify or with respect to deem applicable any reserve requirement (including any reserve requirement imposed by the AdvancesBoard of Governors of the Federal Reserve System, or changes the basis of taxation of payments to but excluding any Affected Party of any amounts payable under any Transaction Document (except for changes reserve requirement, if any, included in the rate determination of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance chargeInterest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition affecting a Draw or any Affected Party’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a this Agreement, under any other Transaction Document or to require any payment calculated by reference to Document, then on the amount of interests or loans held or interest received by it, then, upon demand by Settlement Date in the applicable Managing Agent, Borrower shall pay to calendar month following the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged to calendar month during which such Affected Party or such amounts to otherwise compensate such Affected Party demands payment (which demand shall be accompanied by a statement setting forth the basis for such increased cost or demand and a reasonably estimated calculation of such reduction. (b) If as a result of any event or circumstance similar to those described in clause (a) of this Section 2.12, an Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after demand by such Affected Partydemand), the Borrower shall hereby instructs the Account Bank to pay directly to such Affected Party such additional amount or amounts as may be necessary to reimburse will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including compliance by an Affected Party with any request or directive regarding capital adequacy (including the transition to and implementation of the Basel III capital adequacy guidelines), but, in each case, excluding Taxes, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, on the Settlement Date in the calendar month following the calendar month during which such Affected Party demands payment (which demand shall be accompanied by a statement setting forth the basis for such demand and a reasonably estimated calculation of such demand), the Borrower hereby instructs the Account Bank to pay directly to such Affected Party such additional amount or amounts paid by itas will compensate such Affected Party for such reduction. For the avoidance of doubt, if applicable accounting standards in effect as of the date of this Agreement or hereafter adopted, amended, supplemented or otherwise changed 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 the Transferor or the Borrower with the assets and liabilities of the Administrative Agent or the Lenders or shall otherwise impose any loss, cost, expense, reduction of return on capital or other loss, such event shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.12. (c) In determining any amount provided for in this sectionSection, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section shall submit to the Borrower a certificate as to describing such additional or increased cost or reductionreduction in reasonable detail, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable manifest error. (d) Each Lender agrees or is deemed to agree that, as promptly as practicable after it becomes aware of any circumstance referred to above that would result in any such Tax, increased cost or reduction, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs, expenses and other amounts incurred by it and payable by the Borrower pursuant to this Section 2.12.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or administration thereof regulation or (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (a) of any such authority or agency: (i) that subjects any subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected Party Party), duty or taxes excluded by Section 2.13other charge with respect to any ownership interest in the Collateral, or any right to make Advances hereunder, or on any payment made hereunder, (b) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition affecting the ownership interest in the Collateral conveyed to the Purchasers hereunder or the Purchasers’ rights or obligations hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, then within ten days after demand by such Affected Party (which demand shall be accompanied by a Transaction Document or to require any payment calculated by reference statement setting forth the basis for such demand), the Servicer shall pay (and to the amount of interests or loans held or interest received by it, then, upon demand by extent the applicable Managing Agent, Borrower Servicer does not make such payment the Seller shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged pay) directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Servicer shall pay (and to the extent the Servicer does not make such payment the Seller shall pay) directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For the avoidance of doubt, if the issuance of Interpretation No. 46 by the Financial Accounting Standards Board 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 the Originator or Seller with the assets and liabilities of the Administrative Agent, any Purchaser or any Liquidity Bank, such event shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.15. (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.122.15, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after demand by such Affected Party, the Borrower Servicer shall pay (or to the extent the Servicer does not make such payment the Seller shall pay) to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.15, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.15 shall submit to the Borrower Servicer a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable error. (e) If any Purchaser shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Seller, whereupon all Advances Outstanding of the affected Purchaser in respect of which Interest accrues at the Adjusted Eurodollar Rate shall immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or administration thereof regulation or (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), (A) of any such authority or agency: (i) that subjects any shall subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of such Affected Party), duty or other charge with respect to an Affected Party Advance hereunder, or taxes excluded by Section 2.13) on any payment made hereunder or (iiB) that imposesshall impose, modifies modify or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Federal Reserve Board, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes shall impose any other condition affecting an Advance or any Affected Party’s rights hereunder (or of maintaining a Lender’s obligation to make any such Advance), the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document or to require any payment calculated by reference to the amount of interests or loans held or interest received by itthis Agreement, then, upon then within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any Applicable Law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any Applicable Law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 2.13(b) (c) If as a result of any event or circumstance similar to those described in clause Sections 2.13(a) and (a) of this Section 2.12b), an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it. (cd) In determining any amount provided for in this sectionSection 2.13, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower a certificate as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable error. (e) If a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” occurs, each affected Lender shall notify the Agent thereof and the Agent shall in turn so notify the Borrower, whereupon all Advances funded by the affected Lender in respect of which Interest accrues at the LIBOR Rate shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate. (f) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.13 shall not constitute a waiver of such Affected Party’s right to demand such compensation.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or administration thereof regulation or (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), (A) of any such authority or agency: (i) that subjects any shall subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of such Affected Party), duty or other charge with respect to an Affected Party Advance hereunder, or taxes excluded by Section 2.13) on any payment made hereunder or (iiB) that imposesshall impose, modifies modify or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Federal Reserve Board, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes shall impose any other condition affecting an Advance or the Conduit Lender’s rights hereunder (or of maintaining a Lender’s obligation to make any such Advance), the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document or to require any payment calculated by reference to the amount of interests or loans held or interest received by itthis Agreement, then, upon then within ten (10) days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any Applicable Law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any Applicable Law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten (10) days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 2.13(b) (c) If as a result of any event or circumstance similar to those described in clause Sections 2.13(a) and (a) of this Section 2.12b), an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it. (cd) In determining any amount provided for in this sectionSection 2.13, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower a certificate as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable error. (e) If the Conduit Lender shall notify the Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBOR Rate shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate. (f) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.13 shall not constitute a waiver of such Affected Party’s right to demand such compensation.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereofintroduction of or any change (including, without limitation, any Managing Agentchange by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation or (ii) the compliance by a Purchaser, Lender all assignees and participants of a Purchaser, the VFFC Deal Agent or any Affiliate thereof of the foregoing (each of which, an “"Affected Party”") shall be charged with any fee, expense new guideline or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, request from any central bank or any comparable other governmental agency charged with or authority having authority over the interpretation or administration thereof, or compliance with any request or directive Affected Party (whether or not having the force of law), (A) of any such authority or agency: (i) that subjects any shall subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected Party Party), duty or taxes excluded by Section 2.13) other charge with respect to a Purchase, or any right to make Purchases hereunder, or on any payment made hereunder or (iiB) that imposesshall impose, modifies modify or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of the interest rate on the Class A Notes), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes shall impose any other condition affecting a Purchase or a Purchaser's rights hereunder, the result of which event of clauses (i) or (ii) is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document or to require any payment calculated by reference to the amount of interests or loans held or interest received by itthis Agreement, then, upon then within ten days after demand by such Affected Party (which demand shall be reasonable and accompanied by a statement setting forth in reasonable detail the applicable Managing Agentbasis and calculations supporting such demand), Borrower the Issuer shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered. The Issuer shall also have the right to give a notice of termination and terminate the Agreement; provided, however, the Issuer shall immediately pay -------- ------- to the Purchasers an amount equal to the sum of all amounts due under the Class A Note on such date, together with all of the Purchasers' fees and costs occasioned by such early termination, and shall immediately pay to each Hedge Counterparty any amounts owed to such Hedge Counterparty under any Hedging Agreement or Hedge Transaction (including Hedge Breakage Costs). The Issuer shall remain liable for any and all amounts due under this Section 2.4(a) which accrued prior to the effective date of such termination. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any new law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency having authority over the Affected Party (whether or not having the force of law), regarding capital adequacy, has or will have the effect of reducing the rate of return on the capital of any Affected Party (including, without limitation, any capital requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any capital requirement, if any, included in the determination of the interest rate on the Note) as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party after the Affected Party has accrued, expensed or realized such reduced rate of return (which demand shall be accompanied by a statement setting forth the basis for such demand), the Issuer shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. (bc) If as a result of any event or circumstance similar to those described in clause clauses (a) or (b) of this Section 2.12section, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances Purchases hereunder, then within ten days after demand by such Affected Party, the Borrower Issuer shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it. (cd) In determining any amount provided for in this section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower Issuer a certificate as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable error. (e) If a Purchaser shall notify its related Deal Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of "Eurodollar Disruption Event" has occurred, such Deal Agent shall notify the Issuer and the Servicer, whereupon all Advances in respect of which interest accrues at the Adjusted Eurodollar Rate shall immediately be converted into an Advance in respect of which interest accrues at the Base Rate.

Increased Costs; Capital Adequacy; Illegality. (a) If after If, due to either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change that becomes effective following the date hereof (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation, administration or application following the date hereof of any Applicable Law (including, without limitation, any Applicable Law, which shall subject any Affected Party to any Taxes (other than (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the foregoingdefinition of Excluded Taxes and (iii) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto), in each case whether foreign or domestic, including under Basel III or Xxxx-Xxxxx, or (ii) the compliance with any change in guideline or request following the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, date hereof from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), including under Basel III or Xxxx-Xxxxx, there shall be any increase in the cost to the Administrative Agent, any Lender, any Lender Agent, any Liquidity Bank or any Affiliate, participant, successor or assign thereof (each of which shall be an “Affected Party”) of agreeing to make or making, funding or maintaining any such authority Advance (or agency: any reduction of the amount of any payment (iwhether of principal, interest, fee, compensation or otherwise) that subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (except for changes in hereunder), as the rate of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) 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 an Affected Partycase may be, or credit extended by an Affected Party pursuant to a Transaction Document or (iii) that imposes there shall be any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce reduction in the amount of any sum received or receivable by an Affected Party under a this Agreement, under any other Transaction Document or Document, the Borrower shall, from time to require any payment calculated by reference to time, on the amount of interests or loans held or interest received by it, then, upon first Payment Date at least ten (10) Business Days after written demand by the applicable Managing AgentAdministrative Agent (which demand shall be accompanied by certificate (which shall be conclusive absent manifest error) of an Affected Party setting forth the amount or amounts necessary to compensate such Affected Party), Borrower shall on behalf of such Affected Party, pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit on behalf of the relevant such Affected Party, such additional amounts charged sufficient to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased cost costs or reduced payments within 10 days after such reductiondemand; provided that the amounts payable under this Section 2.12(a) shall be without duplication of amounts payable under Section 2.13 and no amount shall be payable under this Section 2.12(a) on account of any Excluded Taxes. (b) If either (i) the introduction of or any change that becomes effective following the date hereof in or in the interpretation, administration or application following the date hereof of any law, guideline, rule or regulation, directive or request or (ii) the compliance by any Affected Party with any law, guideline, rule, regulation, directive or request following the date hereof, from any central bank, any Governmental Authority or agency, including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, including under Basel III or Xxxx-Xxxxx, has or would have the effect of reducing the rate of return on the capital of any Affected Party, as a consequence of its obligations hereunder or any related document or arising in connection herewith or therewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy), by an amount deemed by such Affected Party to be material, then, on the first Payment Date at least ten (10) Business Days after written demand by the Administrative Agent (which demand shall be accompanied by a certificate (which shall be conclusive absent manifest error) of an Affected Party setting forth the amount or amounts necessary to compensate such Affected Party), the Borrower shall pay the Administrative Agent on behalf of such Affected Party such additional amounts as will compensate such Affected Party for such reduction; provided that the amounts payable under this Section 2.12(b) shall be without duplication of amounts payable under Section 2.13 and no amount shall be payable under this Section 2.12(b) on account of any Excluded Taxes. For the avoidance of doubt, any increase in cost or reduction in Yield with respect to any Affected Party caused by regulatory capital allocation adjustments due to FAS 166, 167 and subsequent statements and interpretations shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.12. (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.12, an (i) any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within on the first Payment Date at least ten days (10) Business Days after written demand by the Administrative Agent (which demand shall be accompanied by a certificate (which shall be conclusive absent manifest error) of an Affected Party setting forth the amount or amounts necessary to compensate such Affected Party), the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it, or (ii) the Administrative Agent (whether in its own judgment or at the request of the Lenders) determines that it is necessary or appropriate to obtain a credit rating on the Variable Funding Notes (and such determination is substantially consistent with similar determinations for other, similarly situated borrowers for whom the Administrative Agent has established comparable facilities), the Borrower shall (x) provide (as promptly as possible and in any event no later than 60 days following receipt by the Borrower of such reasonable request) at least one credit rating agency designated by the Administrative Agent with all information and documents reasonably requested by such rating agency (to the extent such information or documents are in the possession of or reasonably available to the Borrower) and otherwise cooperate with such rating agency’s review of the Transaction Documents and transactions contemplated hereby, and (y) pay the costs and expenses of such rating agency in respect of the rating of the Variable Funding Notes. (cd) For avoidance of doubt, in connection with the interpretation of clause (a) and (b) of this Section 2.12, any regulatory changes, rules, guidelines or directives under or issued in connection with Basel III or Xxxx-Xxxxx will be considered as a “change” hereunder, and will not be treated as having been adopted or having come into effect before the date hereof. (e) In determining any amount provided for in this sectionSection 2.12, the Affected Party may use any reasonable averaging and attribution methodsmethods substantially consistent with methods used for other, similarly situated parties. (f) If a Eurodollar Disruption Event has occurred, the Administrative Agent shall so notify the Borrower, whereupon all Advances Outstanding of any affected Lender in respect of which Interest accrues at the LIBOR Rate shall immediately be converted into Advances Outstanding in respect of which such Interest accrues at the Base Rate, it being understood that, once such Eurodollar Disruption Event ceases to exist, such Lender shall notify the Borrower immediately and all Interest on Advances Outstanding of the such Lender shall immediately accrue at the LIBOR Rate. Any Notwithstanding the foregoing, if at any time the LIBOR Rate ceases to be published, or is likely to ceased to be published in the commercially reasonable judgment of the Administrative Agent, the Administrative Agent shall designate a new benchmark rate (which may include spread adjustments applicable to such rate) to be used to calculate the LIBOR Rate, which benchmark rate may be (a) such benchmark rate being used to calculate the interest rate payable on Loans representing not less than 30% of the Outstanding Balance of Floating Rate Loans, (b) such benchmark rate formally proposed or recommended (whether by letter, protocol, publication of standard terms or otherwise) by the Loan Syndication and Trading Association or the Alternative Reference Rates Committee (or such successor organization, as applicable) as a replacement benchmark rate for the applicable LIBOR Rate, or (c) such other benchmark rate as is otherwise consented to by the Collateral Manager; provided that if no such benchmark rate as described in clause (a) or (b) is available and the Administrative Agent and the Collateral Manager are unable to agree on a replacement rate pursuant to clause (c), all Advances Outstanding of any affected Lender in respect of which Interest accrues at the LIBOR Rate shall continue to accrue Interest at the Base Rate. (g) Failure or delay on the part of any Affected Party making to demand compensation pursuant to this Section 2.12 shall not constitute a claim under waiver of such Affected Party’s right to demand or receive such compensation, provided that, the Borrower shall not be required to compensate an Affected Party pursuant to this section shall submit Section 2.12 for any increased costs incurred or reductions suffered more than nine months prior to the date that such Affected Party notifies the Borrower a certificate as of the change in Applicable Law giving rise to such additional increased costs or reductions, and of such Affected Party’s intention to claim compensation therefor (except that, if the change in Applicable Law giving rise to such increased cost costs or reductionreductions is retroactive, which certificate shall calculate in reasonable detail any such charges and then the nine-month period referred to above shall be conclusive absent demonstrable errorextended to include the period of retroactive effect thereof).

Increased Costs; Capital Adequacy; Illegality. (a) If after the date hereof, any Managing Agent, Lender or any Affiliate thereof (each of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Regulatory Change in Law, any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, 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: (i) that subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document this Agreement or an Affected Party’s obligations under a Transaction Documentthis Agreement, or on or with respect to a Loan and/or the AdvancesReceivables, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document this Agreement (except for changes in the rate of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or Indemnified Taxes and Excluded Taxes), (ii) that imposes, modifies or deems applicable any reserve, assessment, fee, tax (except for Indemnified Taxes and Excluded Taxes), insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of an Affected Party, or credit extended by an Affected Party pursuant to a Transaction Document this Agreement or (iii) that imposes any other condition affecting a Loan or a Lender’s right hereunder (other than Taxes), the result of which (A) is a fee, expense, internal capital charge or other imputed cost allocable to increase any Affected Party, (B) increases the cost to an Affected Party of performing its obligations under a Transaction Document, this Agreement or to reduce (C) reduces the rate of return on an Affected Party’s capital or assets as a consequence of its obligations under a Transaction Documentthis Agreement, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document 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 within 15 Business Days after demand by the applicable Managing AgentAgent on behalf of such Affected Party, the Borrower shall pay to the Administrative such Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased cost or such reduction. The Borrower acknowledges that any Affected Party may institute measures in anticipation of a Regulatory Change (including the imposition of internal charges on such Affected Party’s interests or obligations under this Agreement), and may commence allocating Early Adoption Increased Costs, in advance of the effective date of such Regulatory Change, and the Borrower agrees to pay such Early Adoption Increased Costs to the Affected Party within 30 days after demand therefor without regard to whether such effective date has occurred; provided, however, that such amounts shall be payable to an Affected Party only if such Affected Party represents and warrants in writing to the Borrower that it is (1) recognizing internal charges in respect of such Affected Party’s interests or obligations under this Agreement in anticipation of a Regulatory Change and (2) applying consistent return metrics in making determinations to charge Early Adoption Increased Costs or similar amounts to its similarly situated consumer loan finance company customers; further provided, however, that no amount of Early Adoption Increased Costs shall begin to accrue or be payable by the Borrower in respect of an anticipated Regulatory Change until 30 days after the Borrower’s receipt of written notice that such Affected Party intends to make a claim for Early Adoption Increased Costs under this Section in respect of such change. For the avoidance of doubt, the Borrower shall not be required to pay any Early Adoption Increased Costs incurred by any Affected Party prior to the expiration of the 30-day notice period specified in the preceding sentence. The Borrower further acknowledges that any charge or compensation demanded hereunder may take the form of a monthly charge to be assessed by such Affected Party. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request (including the Xxxx-Xxxxx Xxx, Xxxxx XX, Xxxxx III, the Xxxxxxx Rule or the Risk-Based Capital Requirements) or (ii) compliance by any Affected Party with the interpretation of or any change in the interpretation of any law, guideline, rule, regulation, directive or request from any Governmental Authority (whether or not having the force of law), including compliance by an Affected Party with any request or directive regarding capital adequacy (including the Xxxx-Xxxxx Xxx, Xxxxx XX, Xxxxx III or the Risk-Based Capital Requirements), but in each case, excluding Indemnified Taxes and Excluded Taxes, that has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within 15 Business Days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand and reasonably estimated calculation of such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. (c) If as a result of any event or circumstance similar to those described in clause (aSection 2.13(a) of this Section 2.12or 2.13(b), an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party Credit Provider in connection with this Agreement or the funding or maintenance of Advances Loans hereunder, then within ten 15 days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it. (cd) In determining any amount provided for in this sectionSection, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section shall submit to the Borrower a certificate as to describing such additional or increased cost or reductionreduction in reasonable detail, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable manifest error. (e) If any Lender has or anticipates having any claim for compensation from the Borrower pursuant to Section 2.13(a), and such Lender believes that having the Loans under this Agreement (or any related Credit Facility or Liquidity Facility provided by a Lender with respect to a Conduit Lender hereunder) rated by a particular nationally recognized statistical rating organization would reduce the amount of such compensation by an amount deemed by such Lender to be material, such Lender shall provide a Ratings Request to the Borrower and the Servicer that such Lender intends to request a Required Rating. The Borrower and the Servicer agree that they shall cooperate with such Lender’s efforts to obtain the Required Rating, and shall provide the applicable nationally recognized statistical rating organization (either directly or through distribution to the Administrative Agent or Lender) any information requested by such nationally recognized statistical rating organization for purposes of providing and monitoring the Required Rating. The Lender or Lenders providing the Ratings Request shall pay the initial fees payable to such nationally recognized statistical rating organization for providing the rating and all ongoing fees payable to such nationally recognized statistical rating organization for their continued monitoring of the rating (for the avoidance of doubt, this Section 2.13(e) shall not apply to the initial and ongoing fees payable to DBRS Morningstar in connection with the ratings assigned in connection with this Agreement on the Closing Date, which Regional Management is obligated to pay to DBRS Morningstar directly). Nothing in this subsection shall preclude any Lender from demanding compensation from the Borrower pursuant to Section 2.13(a) at any time and without regard to whether the Required Rating shall have been obtained, or shall require any Lender to obtain any rating on the facility prior to demanding any such compensation from the Borrower.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or administration thereof regulation or (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (A) of any such authority or agency: (i) that subjects any subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected Party Party), duty or taxes excluded other charge with respect to the Advance made by Section 2.13it hereunder, or any right to make the Funding hereunder, or on any payment made hereunder, (B) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Yield), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes impose any other condition affecting the Advance made by it hereunder or a Lender’s rights hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document or to require any payment calculated by reference to this Agreement, then on the amount of interests or loans held or interest received by it, then, upon Payment Date following demand by the applicable Managing Agent, Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged to such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Collateral Agent shall distribute in accordance with Section 2.7(a)(ii) such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then on the Payment Date following demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Collateral Agent shall distribute in accordance with Section 2.7(a)(ii) such additional amount or amounts as will compensate such Affected Party for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this subsection 2.13(b). (c) If as a result of any event or circumstance similar to those described in clause clauses (a) or (b) of this Section 2.12section, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances the Advance hereunder, then within ten days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower Underlying Servicer a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable error. (e) If a Lender shall notify the Deal Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Deal Agent shall in turn so notify the Borrower, whereupon all Capital in respect of which Yield accrues at the Adjusted Eurodollar Rate shall immediately be converted into Capital in respect of which Yield accrues at the Base Rate.

Increased Costs; Capital Adequacy; Illegality. (a) If either (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law after the date hereof, hereof or (ii) the compliance by an Affected Party with any Managing Agent, Lender guideline or any Affiliate thereof (each of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (A) of any such authority or agency: (i) that subjects subject any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction DocumentTaxes (other than (i) Indemnified Taxes, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (except for changes in the rate of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or (ii) that imposesTaxes described in clauses (b) through (d) of the definition of Excluded Taxes and (iii) Connection Income Taxes) on its loans, modifies loan principal, letters of credit, commitments, or deems other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (B) impose, modify or deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes impose any other condition affecting any Affected Party’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a this Agreement or under any other Transaction Document or to require any payment calculated by reference to Document, then on the amount of interests or loans held or interest received by it, then, upon Payment Date following demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, but excluding Taxes, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, on the Payment Date following demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For the avoidance of doubt, if the issuance of any amendment or supplement to Interpretation No. 46 or to Statement of Financial Accounting Standards No. 140 by the Financial Accounting Standards Board 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 the Borrower, any Affiliate Transferor or any Affected Party with the assets and liabilities of the Administrative Agent or any Lender or shall otherwise impose any loss, cost, expense, reduction of return on capital or other loss, such event shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.12. Notwithstanding the foregoing, but subject to Section 6.7, the provisions of this Section 2.12(b) shall not apply to the consolidation of the Borrower for accounting purposes as required by GAAP with the Collateral Manager or any Affiliate thereof, whether or not an Affected Party. (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.12, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days on the next Payment Date pursuant to Section 2.7 or 2.8, as applicable, occurring at least five (5) Business Days after demand by such Affected Partythe request for compensation, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.12, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.12 shall submit to the Borrower and the Collateral Manager a certificate written description as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable manifest error; provided, however, that no Lender shall be requested to disclose confidential or price-sensitive information or any other information, to the extent prohibited by law. (e) If a Disruption Event with respect to any Lender has occurred with respect to any then-current Benchmark, such Lender shall in turn so notify the Borrower, whereupon all Advances Outstanding made by the affected Lender will accrue Interest at the Base Rate from and including the date such of Disruption Event to, but excluding, the earlier of (x) such time as the conditions leading to such Disruption Event no longer exists and (y) the Benchmark Replacement Date for such Benchmark. (f) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Affected Party’s right to demand or receive such compensation. Notwithstanding anything to the contrary in this Section 2.12, the Borrower shall not be required to compensate an Affected Party pursuant to this Section 2.12 for any amounts incurred more than nine (9) months prior to the date that such Affected Party notifies the Borrower of such Affected Party’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine (9) month period shall be extended to include the period of such retroactive effect. (g) Each Lender agrees that it will take such commercially reasonable actions as the Borrower may reasonably request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 2.12 or Section 2.13; provided that no Lender shall be obligated to take any actions that would, in the reasonable opinion of such Lender, subject such Lender to any unreimbursed cost or expense or otherwise be disadvantageous to such Lender.

Increased Costs; Capital Adequacy; Illegality. (a) If after the date hereof, any Managing Agent, Lender or any Affiliate thereof (each of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Regulatory Change in Law, any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, 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: (i) that subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document this Agreement or an Affected Party’s its obligations under a Transaction Documentthis Agreement, or on or with respect to the AdvancesLoans and/or the Receivables, or changes the basis of taxation of payments to any Affected Party it of any amounts payable under any Transaction Document this Agreement (except for changes Indemnified Taxes, Taxes described in clauses (ii) through (iv) of the rate definition of tax Excluded Taxes and Other Connection Taxes imposed on the or measured by its overall net income of an Affected Party or (including franchise taxes excluded by Section 2.13) or imposed on net income)), (ii) that imposes, modifies or deems applicable any reserve, assessment, fee, tax (other than Taxes), insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of an Affected Party, or credit extended by an Affected Party it pursuant to a Transaction Document this Agreement, or (iii) that imposes any other condition condition, the result of which is to increase the cost to an Affected Party of performing its obligations under a Transaction Documentthis Agreement, or to reduce the rate of return on an Affected Party’s its capital or assets as a consequence of its obligations under a Transaction Documentthis Agreement, or to reduce the amount of any sum received or receivable by an Affected Party it under a Transaction Document 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 applicable Managing AgentAdministrative Agent on behalf of such Affected Party, the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant such Affected Party, such amounts charged to such Affected Party or such amounts to otherwise compensate such Affected Party it for such increased cost or such reduction. (b) If as a result of any event or circumstance similar to those described in clause (a) of this Section 2.12, an Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then reduction within ten 30 days after demand by such Affected Party. The Borrower acknowledges that any Affected Party may institute measures in anticipation of a Regulatory Change (including the imposition of internal charges on its interests or obligations under this Agreement), and may commence allocating charges to or seeking compensation from the Borrower under this Section in connection with such Early Adoption Increased Costs in advance of the effective date of such Regulatory Change, and the Borrower agrees to pay such Early Adoption Increased Costs to the Administrative Agent, for the benefit of such Affected Party, following demand therefor without regard to whether such effective date has occurred within 30 days after demand by such Affected Party. The Borrower further acknowledges that any charge or compensation demanded hereunder may take the form of a monthly charge to be assessed by such Affected Party. For the avoidance of doubt, the Borrower shall not be required to pay any such charges or compensation to such Affected Party prior to the expiration of the 30 day notice period specified in this clause (a). (b) If (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive, order or request (including the Xxxx-Xxxxx Act, Basel II, Basel III or the Risk-Based Capital Requirements) or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, order, directive or request from any Governmental Authority (whether or not having the force of law), including compliance by an Affected Party with any law, guideline, rule, regulation, order, directive or request regarding capital adequacy (including the Xxxx-Xxxxx Act, Basel II, Basel III or the Risk-Based Capital Requirements) has the result of reducing the rate of return on an Affected Party’s capital or assets as a consequence of its obligations under this Agreement (other than with respect to Taxes), then from time to time, within 30 days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand and reasonably estimated calculation of such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate it for such reduction. The Borrower acknowledges that any Affected Party may be necessary institute measures in anticipation of any event described in this subsection in advance of the effective date of such event, and may commence allocating charges to reimburse or seeking compensation from such Borrower under this subsection and the Borrower agrees to pay such charges or compensation to such Affected Party following demand therefor without regard to whether such effective date has occurred, provided, that, for the avoidance of doubt, the Borrower shall not be required to pay any such amounts paid by itcharges or compensation to such Affected Party prior to the expiration of the 30 day notice period specified in this clause (b). (c) In determining any amount provided for in this sectionSection, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section shall submit to the Borrower a certificate as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable manifest error. (d) If in its sole discretion a Lender so desires, the related Agent shall provide a Rating Request to the Borrower and the Servicer. The Borrower and the Servicer shall cooperate with the efforts of such Agent and the related Lender to obtain the Required Rating from the Rating Agency specified in the Rating Request, and shall provide such Rating Agency any information it may reasonably require for purposes of providing and monitoring the Required Rating. The related Lender shall pay the initial fees payable to the Rating Agency in connection with a Rating Request and any subsequent or ongoing fees for the continued monitoring of the rating. Nothing in this subsection shall preclude any such Lender from demanding compensation from the Borrower pursuant to Section 2.11(b) at any time and without regard to whether the Required Rating shall have been obtained, or shall require the obtaining of a rating on the facility prior to demanding any such compensation from the Borrower

Increased Costs; Capital Adequacy; Illegality. (a) If after the date hereof, any Managing Agent, Lender or any Affiliate thereof (each of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of the adoption of any Change in Lawapplicable 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 any governmental authority, the Financial Accounting Standards BoardBoard (“FASB”), 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: agency (a “Regulatory Change”): (i) that subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (except for changes in the rate of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) 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 an Affected Party, or credit extended by an Affected Party pursuant to a Transaction Document or (iii) that imposes any other condition the result of which is to increase the cost to an Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document 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, Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased cost or such reduction. (b) If as a result of any event or circumstance similar to those described in clause (a) of this Section 2.12, an Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it. (c) In determining any amount provided for in this section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower a certificate as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable error.

Increased Costs; Capital Adequacy; Illegality. (a) If either (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law after the date hereof, of this Agreement or (ii) the compliance by a Lender with any Managing Agent, Lender guideline or any Affiliate thereof (each of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law) issued after the date of this Agreement, shall (a) impose, modify or deem applicable any such authority or agency: reserve requirement (i) that subjects including, without limitation, any Affected Party to reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Documentreserve requirement, or on or with respect to the Advancesif any, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (except for changes included in the rate determination of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance chargeInterest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an Affected Party pursuant to a by, any Lender under this Agreement or any other Transaction Document or (iiib) that imposes impose any other condition affecting the ownership or security interest in the Collateral conveyed to the Lenders hereunder or any Lender’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to an Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, any Lender or to reduce the amount of any sum received or receivable by an Affected Party a Lender under a Transaction Document 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, Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased cost or such reduction. (b) If as a result of any event or circumstance similar to those described in clause (a) of this Section 2.12, an Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunderunder any other Transaction Document, then within ten days after on the Payment Date following demand by such Affected PartyLender (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party Lender such additional amount or amounts as may be necessary to reimburse will compensate such Affected Party Lender for any such amounts paid by it. (c) In determining any amount provided for in this section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower a certificate as to such additional or increased cost incurred or reductionsuch reduction suffered. For the avoidance of doubt, which certificate any costs, expenses or taxes due and payable pursuant to Section 13.9 shall calculate in reasonable detail any such charges and shall not be conclusive absent demonstrable error.deemed costs pursuant to

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing, or (including any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or administration thereof (ii) the compliance by a Secured Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (a) of any such authority or agency: (i) that subjects any Affected subject a Secured Party to any charge or withholding Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Documentits loans, loan principal, letters of credit, commitments, or on or with respect to the Advancesother obligations, or changes its deposits, reserves, other liabilities or capital attributable thereto, (b) impose, modify or deem applicable any reserve requirement (including any reserve requirement imposed by the basis Board of taxation Governors of payments to the Federal Reserve System, but excluding any Affected Party of any amounts payable under any Transaction Document (except for changes reserve requirement, if any, included in the rate determination of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance chargeInterest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an Affected by, any Secured Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition affecting the ownership interest in the Collateral conveyed to the Secured Parties hereunder or any Secured Party’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to an Affected any Secured Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected a Secured Party under this Agreement or under any other Transaction Document, and in each case such Secured Party has made a Transaction Document or similar determination with respect to require any payment calculated other facilities similarly situated other than for the reason of identifiable legal differences between such facilities, then on the Payment Date following demand by reference such Secured Party (which demand shall be no later than five (5) Business Days prior to the amount of interests or loans held or interest received applicable Payment Date and shall be accompanied by ita statement setting forth the basis for such demand), then, upon demand by and in any case the applicable Managing Agent, Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Secured Party such additional amount or such amounts to otherwise as will compensate such Affected Secured Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Secured Party with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including compliance by a Secured Party with any request or directive regarding capital adequacy has or would have the effect of reducing the rate of return on the capital of any Secured Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Secured Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Secured Party with respect to capital adequacy) by an amount deemed by such Secured Party to be material, and in each case such Secured Party has made a similar determination with respect to other facilities similarly situated other than for the reason of identifiable legal differences between such facilities, then from time to time, on the Payment Date following demand by such Secured Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Secured Party such additional amount or amounts as will compensate such Secured Party for such reduction; provided that, notwithstanding anything in this Section 2.12(b) to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in law” for the purposes of clause (i) above, regardless of the date enacted, adopted or issued. If the issuance of any amendment or supplement to Interpretation No. 46 or to Statement of Financial Accounting Standards No. 140 by the Financial Accounting Standards Board or any other change in accounting standards, including GAAP, 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 the Fund, the Borrower or any Secured Party with the assets and liabilities of the Administrative Agent or any Lender or shall otherwise impose any loss, cost, expense, reduction of return on capital or other loss, such event shall constitute a circumstance on which such Secured Party may base a claim for reimbursement under this Section 2.12. (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.12, an Affected any Secured Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Secured Party in connection with this Agreement or the funding or maintenance of Loan Advances hereunderhereunder (under other facilities similarly situated other than for the reason of identifiable legal differences between such facilities), then within ten days on the first Payment Date after demand by such Affected PartySecured Party occurring at least five (5) Business Days after such demand, the Borrower shall pay to such Affected Secured Party such additional amount or amounts as may be necessary to reimburse such Affected Secured Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.12, the Affected Secured Party may use any reasonable averaging and attribution methods. Any Affected Secured Party making a claim under this section Section 2.12 shall submit to the Borrower a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable manifest error. (e) If a Eurodollar Disruption Event with respect to any Lender occurred, such Lender shall in turn so notify the Borrower, whereupon all Advances Outstanding of the affected Lender in respect of which Interest accrues at the LIBOR Rate shall immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate. (f) Failure or delay on the part of any Secured Party to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Secured Party’s right to demand or receive such compensation. Notwithstanding anything to the contrary in this Section 2.12, the Borrower shall not be required to compensate a Secured Party pursuant to this Section 2.12 for any amounts incurred more than six months prior to the date that such Secured Party notifies the Borrower of such Secured Party’s intention to claim compensation therefor; provided that, if the change in law or other applicable circumstance giving rise to such claim has a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. (g) Each Lender agrees that it will take such commercially reasonable actions as the Borrower may reasonably request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 2.12 or Section 2.13; provided that no Lender shall be obligated to take any actions that would, in the reasonable opinion of such Lender, be disadvantageous to such Lender. In no event will the Borrower be responsible for increased amounts referred to in this Section 2.12 which relates to any other entities to which any Lender provides financing. (h) The payment of amounts under this Section 2.12 shall be on an after-Tax basis.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of after the foregoing, or Effective Date (including any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or administration thereof (ii) the compliance by the Administrative Agent or any governmental authority, the Financial Accounting Standards Board, Lender with any guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), in each case after the Effective Date, shall (a) subject the Administrative Agent or any Lender to any Tax or increased Tax of any such authority or agency: kind whatsoever (iother than (A) Indemnified Taxes that subjects any Affected Party to any charge or withholding on or are covered under Section 2.13(a) and (B) Excluded Taxes) with respect to any Transaction Document this Agreement or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes change the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (except for changes the Lender in respect thereof with respect to its interest in the rate of tax Collateral, or any right or obligation to make Loan Advances hereunder, or on the overall net income of an Affected Party any payment made hereunder, (b) impose, modify or taxes excluded by Section 2.13) or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including any reserve requirement imposed by the Board of Governors of the Federal Reserve System, assessmentbut excluding any reserve requirement, insurance chargeif any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an Affected Party pursuant to a Transaction Document by, any Lender or (iiic) that imposes impose any other condition affecting the ownership interest in the Collateral conveyed to the Secured Parties hereunder or the Administrative Agent’s or any Lender’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to an Affected Party of performing its obligations under a Transaction Document, the Administrative Agent or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, any Lender or to reduce the amount of any sum received or receivable by an Affected Party the Administrative Agent or any Lender under this Agreement or under any other Transaction Document, and in each case the Administrative Agent or such Lender has made a Transaction Document or similar determination with respect to require any payment calculated by reference to other facilities similarly situated other than for the amount reason of interests or loans held or interest received by itidentifiable legal differences between such facilities, then, upon then on the Quarterly Payment Date following demand by the applicable Managing AgentAdministrative Agent or such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand), and in any case the Borrower shall pay directly to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged to such Affected Party or such Lender such additional amount or amounts to otherwise as will compensate the Administrative Agent or such Affected Party Lender for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request after the Effective Date or (ii) compliance by the Administrative Agent or any Lender with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including compliance by the Administrative Agent or any Lender with any request or directive regarding capital adequacy has or would have the effect of reducing the rate of return on the capital of the Administrative Agent or any Lender as a consequence of its obligations hereunder or arising in connection herewith to a level below that which the Administrative Agent or any such Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of the Administrative Agent or such Lender with respect to capital adequacy) by an amount deemed by the Administrative Agent or such Lender to be material, and in each case the Administrative Agent or such Lender has made a similar determination with respect to other facilities similarly situated other than for the reason of identifiable legal differences between such facilities, then from time to time, on the Quarterly Payment Date following demand by the Administrative Agent or such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to the Administrative Agent or such Lender such additional amount or amounts as will compensate the Administrative Agent or such Lender for such reduction; provided that notwithstanding anything in this Section 2.12(b) to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in law” for the purposes of this clause (b), regardless of the date enacted, adopted or issued. If the issuance of any amendment or supplement to Interpretation No. 46 or to Statement of Financial Accounting Standards No. 140 by the Financial Accounting Standards Board or any other change in accounting standards, including GAAP, 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 the Transferor, the Equityholder, the Borrower or any Secured Party with the assets and liabilities of the Administrative Agent or any Lender or shall otherwise impose any loss, cost, expense, reduction of return on capital or other loss, such event shall constitute a circumstance on which the Administrative Agent or such Lender may base a claim for reimbursement under this Section 2.12. (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.12, an Affected Party the Administrative Agent or any Lender is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to the Administrative Agent or financing to such Affected Party Lender in connection with this Agreement or the funding or maintenance of Loan Advances hereunderhereunder (under other facilities similarly situated other than for the reason of identifiable legal differences between such facilities), then within ten twenty-two (22) days after demand by the Administrative Agent or such Affected PartyLender, the Borrower shall pay to the Administrative Agent or such Affected Party Lender such additional amount or amounts as may be necessary to reimburse the Administrative Agent or such Affected Party Lender for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.12, the Affected Party Administrative Agent or any applicable Lender may use any reasonable averaging and attribution methods. Any Affected Party The Administrative Agent or any Lender making a claim under this section Section 2.12 shall submit to the Borrower Collateral Manager a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable manifest error. (e) If a Disruption Event with respect to any Lender occurred, such Lender shall in turn so notify the Borrower, whereupon all Advances Outstanding of the affected Lender in respect of which Interest accrues at the Benchmark shall (subject to clause (i) below) immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate. (f) Failure or delay on the part of the Administrative Agent or any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the Administrative Agent’s or such Xxxxxx’s right to demand or receive such compensation. Notwithstanding anything to the contrary in this Section 2.12, the Borrower shall not be required to compensate the Administrative Agent or any Lender pursuant to this Section 2.12 for any amounts incurred more than six (6) months prior to the date that the Administrative Agent or such Lender notifies the Borrower of the Administrative Agent’s or such Xxxxxx’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six (6) month period shall be extended to include the period of such retroactive effect. (g) Each Xxxxxx agrees that it will take such commercially reasonable actions as the Borrower may reasonably request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 2.12 or Section 2.13; provided that no Lender shall be obligated to take any actions that would, in the reasonable opinion of such Lender, be disadvantageous to such Lender. In no event will the Borrower be responsible for increased amounts referred to in this Section 2.12 which relates to any other entities to which any Lender provides financing. (h) The payment of amounts under this Section 2.12 shall be on an after-Tax basis. (i) Other than with respect to a Benchmark Transition Event (for which reference is made to Section 12.18), if the Administrative Agent reasonably determines (which determination shall be conclusive and binding absent manifest error) that (i) “Daily Simple SOFR” cannot be determined pursuant to the definition thereof or (ii) “Term SOFR” cannot be determined pursuant to the definition thereof, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, the Borrower may revoke any request for a Loan Advance bearing interest at the applicable Benchmark that cannot be determined pursuant to the foregoing sentence and, failing that, (x) in the case of clause (i) above, all Loan Advances and all Advances Outstanding shall bear interest at Term SOFR plus the applicable Benchmark Spread Adjustment plus the Applicable Spread, (y) in the case of clause (ii) above, all Loan Advances and all Advances Outstanding shall bear interest at Daily Simple SOFR plus the applicable Benchmark Spread Adjustment plus the Applicable Spread and (z) in the case of the occurrence of clauses (i) and (ii) above, all Loan Advances and all Advances Outstanding shall bear interest at the Base Rate plus the Applicable Spread, in each case, computed as otherwise described herein until the Administrative Agent revokes such notice(s) (which it agrees to do promptly once such circumstances cease to exist); provided, however, the Administrative Agent may, with the consent of the Borrower and in consultation with the applicable Lender, establish an alternative interest rate with respect to such Loan Advances during the pendency of such period. (j) If any Lender determines that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Loan Advances whose interest is determined by reference to Daily Simple SOFR or Term SOFR, as applicable, or to determine to charge interest rates based upon Daily Simple SOFR or Term SOFR, as applicable, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent), any obligation of such Lender to make or continue Loan Advances that bear interest at Daily Simple SOFR or Term SOFR, as applicable, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay (pursuant to Section 2.3(a)) or, if applicable, convert all Loan Advances that bear interest at Daily Simple SOFR or Term SOFR, as applicable, of such Lender to Loan Advances that bear interest at the Base Rate, on the Quarterly Payment Date therefor, if such Lender may lawfully continue to maintain such Loan Advances that bear interest at Daily Simple SOFR or Term SOFR, as applicable, to such day, or immediately, if such Lender may not lawfully continue to maintain such Loan Advances that bear interest at Daily Simple SOFR or Term SOFR, as applicable.

Increased Costs; Capital Adequacy; Illegality. (a) If either (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation after the date hereof, any Managing Agent, Lender of this Agreement or (ii) the compliance by a Purchaser or any Affiliate thereof (each of which, an “"Affected Party”") shall be charged with any fee, expense guideline or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, request from any central bank or any comparable other governmental agency charged with the interpretation or administration thereof, or compliance with any request or directive authority (whether or not having the force of law), (A) of any such authority or agency: (i) that subjects any shall subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of such Affected Party), duty or other charge with respect to an Affected Party Asset Interest, a Loan, or taxes excluded by Section 2.13) a Funding or any right to make Fundings hereunder, or on any payment made hereunder or under the Supplement or (iiB) that imposesshall impose, modifies modify or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Federal Reserve Board, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes shall impose any other condition affecting an Asset Interest, a Loan or a Purchaser's rights hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document this Agreement or the Supplement (any such costs being referred to require any payment calculated by reference to the amount of interests or loans held or interest received by itherein as "Increased Costs"), then, upon then within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), Borrower the Issuer shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request after the date of this Agreement or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Issuer shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. (bc) If as a result of any event or circumstance similar to those described in clause clauses (a) or (b) of this Section 2.122.8, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances Fundings hereunder, then within ten days after demand by such Affected Party, the Borrower Issuer shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it. (cd) In determining any amount provided for in this sectionSection 2.8, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower Issuer a certificate setting forth in reasonable detail as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable error. (e) If a Purchaser shall notify the Deal Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of "Eurodollar Disruption Event" has occurred, the Deal Agent shall in turn so notify the Issuer, whereupon all Loans in respect of which Interest accrues at the Adjusted Eurodollar Rate shall immediately be converted into Loans in respect of which Interest accrues at the Base Rate.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or administration thereof regulation or (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (a) of any such authority or agency: (i) that subjects any subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected Party Party), duty or taxes excluded by Section 2.13other charge with respect to any ownership interest in the Collateral, or any right to make Advances hereunder, or on any payment made hereunder, (b) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition affecting the security interest in the Collateral Granted to the Trustee for the benefit of the Secured Parties hereunder or the Purchasers’ rights hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, then within ten days after demand by such Affected Party (which demand shall be accompanied by a Transaction Document or to require any payment calculated by reference statement setting forth the basis for such demand), the Seller shall pay (and to the amount of interests or loans held or interest received by it, then, upon demand by extent the applicable Managing Agent, Borrower Seller does not make such payment the Servicer shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged pay) directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Seller shall pay (and to the extent the Seller does not make such payment the Servicer shall pay) directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For the avoidance of doubt, if the issuance of Interpretation No. 46 by the Financial Accounting Standards Board 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 the Originator or Seller with the assets and liabilities of the Administrative Agent, any Purchaser Agent, any Purchaser or any Liquidity Bank, such event shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.16. (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.122.16, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after demand by such Affected Party, the Borrower Seller shall pay (or to the extent the Seller does not make such payment the Servicer shall pay) to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.16, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.16 shall submit to the Borrower Seller and the Servicer a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable error. (e) If the applicable Purchaser shall notify their respective Purchaser Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the applicable Purchaser Agent or the Administrative Agent shall in turn so notify the Seller and the Servicer, whereupon all Advances Outstanding of the affected Purchaser in respect of which Interest accrues at the Alternative Rate shall immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or administration thereof (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (a) of any such authority or agency: (i) that subjects any subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for Taxes covered by Section 2.13 and changes in the rate of tax on the overall net income of an Affected Party such Lender) with respect to its interest in the Collateral, or taxes excluded by Section 2.13any right or obligation to make Advances hereunder, or on any payment made hereunder, (b) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition affecting the ownership interest in the Collateral conveyed to the Lenders hereunder or any Affected Party’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a this Agreement or under any other Transaction Document or to require any payment calculated by reference to Document, then on the amount of interests or loans held or interest received by it, then, upon Payment Date following demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, on the Payment Date following demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For the avoidance of doubt, if the issuance of any amendment or supplement to Interpretation No. 46 or to Statement of Financial Accounting Standards No. 140 by the Financial Accounting Standards Board 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 the Seller, the Borrower or any Lender with the assets and liabilities of the Administrative Agent, any Lender or shall otherwise impose any loss, cost, expense, reduction of return on capital or other loss, such event shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.12. (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.12, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten (10) days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.12, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.12 shall submit to the Borrower Collateral Administrator a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable manifest error. (e) If a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” with respect to any Lender occurred, such Lender shall in turn so notify the Borrower, whereupon all Advances Outstanding of the affected Lender in respect of which Interest accrues at the LIBOR Rate shall immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate. (f) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Affected Party’s right to demand or receive such compensation. Notwithstanding anything to the contrary in this Section 2.12, the Borrower shall not be required to compensate an Affected Party pursuant to this Section 2.12 for any amounts incurred more than six (6) months prior to the date that such Affected Party notifies the Borrower of such Affected Party’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six (6) month period shall be extended to include the period of such retroactive effect. (g) Each Lender agrees that it will take such commercially reasonable actions as the Borrower may reasonably request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 2.12 or Section 2.13; provided that no Lender shall be obligated to take any actions that would, in the reasonable opinion of such Lender, be disadvantageous to such Lender. In no event will Borrower be responsible for increased amounts referred to in this Section 2.12 which relates to any other entities to which Lenders provide financing.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law after the Original Closing Date or administration thereof (ii) the compliance by an Affected Party with any governmental authorityguideline, request or interpretation issued after the Financial Accounting Standards Board, Original Closing Date from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (A) of any such authority or agency: (i) that subjects subject any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Taxes (except for changes in the rate of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13other than (i) or Indemnified Taxes and (ii) that imposesTaxes described in clauses (b) through (d) of the definition of Excluded Taxes) on its loans, modifies loan principal, letters of credit, commitments, or deems other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (B) impose, modify or deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes impose any other condition (other than with respect to Taxes) affecting any Affected Party’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a this Agreement or under any other Transaction Document or to require any payment calculated by reference to Document, then on the amount of interests or loans held or interest received by it, then, upon Payment Date following demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent(in accordance with Section 2.7 or 2.8, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged as applicable) directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, but excluding with respect to Taxes, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, on the Payment Date following demand by such -58- USActive 55348338.2 (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.12, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after on the Payment Date following demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.12, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.12 shall submit to the Borrower and the Collateral Manager a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable manifest error. (e) If a Eurodollar Disruption Event with respect to any Lender occurred on any date prior to the occurrence of a Benchmark Transition Event, such Lender shall in turn so notify the Borrower, whereupon all Advances Outstanding of the affected Lender in respect of which Interest accrues at the LIBOR Rate shall immediately be converted into Advances Outstanding in respect of which such Interest accrues at the Base Rate; provided that such Lender or the Administrative Agent shall notify the Borrower promptly when the Eurodollar Disruption Event is no longer continuing and interest on such Advances Outstanding on and after the date of such notice with respect to such Lender shall accrue interest at the LIBOR Rate; provided, further, that if a Eurodollar Disruption Event with respect to any Lender has occurred and the LIBOR Rate has been replaced with a Benchmark Replacement, such Eurodollar Disruption Event shall no longer be continuing, and interest on such Advances Outstanding on and after the date of such replacement shall accrue interest at the Benchmark Replacement. (f) Subject to the next sentence of this Section 2.12(f), failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Affected Party’s right to demand or receive such compensation. Notwithstanding anything to the contrary in this Section 2.12, the Borrower shall not be required to compensate an Affected Party pursuant to this Section 2.12 for any amounts incurred more than -59- USActive 55348338.2

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or administration thereof (ii) the compliance by an Indemnified Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (a) of any such authority or agency: (i) that subjects any Affected subject an Indemnified Party to any charge Tax or withholding on or increased Tax of any kind whatsoever with respect to any Transaction Document this Agreement or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes change the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (except for changes the Lender in respect thereof with respect to its interest in the rate of tax Collateral, or any right or obligation to make Advances hereunder, or on the overall net income of an Affected Party any payment made hereunder, (b) impose, modify or taxes excluded by Section 2.13) or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an Affected by, any Indemnified Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition affecting the ownership interest in the Collateral conveyed to the Secured Parties hereunder or any Indemnified Party’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to an Affected any Indemnified Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Indemnified Party under a this Agreement or under any other Transaction Document or to require any payment calculated by reference to Document, then on the amount of interests or loans held or interest received by it, then, upon Payment Date following demand by such Indemnified Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Indemnified Party such additional amount or such amounts to otherwise as will compensate such Affected Indemnified Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Indemnified Party with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including, without limitation, compliance by an Indemnified Party with any request or directive regarding capital adequacy has or would have the effect of reducing the rate of return on the capital of any Indemnified Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Indemnified Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Indemnified Party with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, on the Payment Date following demand by such Indemnified Party (which demand shall be accompanied by a statement setting forth the basis for such demand), [Investcorp] Loan and Security Agreement the Borrower shall pay directly to such Indemnified Party such additional amount or amounts as will compensate such Indemnified Party for such reduction; provided that notwithstanding anything in this Section 2.12(b) to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in law” for the purposes of clause (i) above, regardless of the date enacted, adopted or issued. If the issuance of any amendment or supplement to Interpretation No. 46 or to Statement of Financial Accounting Standards No. 140 by the Financial Accounting Standards Board or any other change in accounting standards, including GAAP, 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 the Related Fund, the Borrower or any Secured Party with the assets and liabilities of the Administrative Agent or any Lender or shall otherwise impose any loss, cost, expense, reduction of return on capital or other loss, such event shall constitute a circumstance on which such Indemnified Party may base a claim for reimbursement under this Section 2.12. (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.12, an Affected any Indemnified Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Indemnified Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten twenty-two (22) days after demand by such Affected Indemnified Party, the Borrower shall pay to such Affected Indemnified Party such additional amount or amounts as may be necessary to reimburse such Affected Indemnified Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.12, the Affected Indemnified Party may use any reasonable averaging and attribution methods. Any Affected Indemnified Party making a claim under this section Section 2.12 shall submit to the Borrower Collateral Manager a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable manifest error. (e) [Reserved]. (f) Failure or delay on the part of any Indemnified Party to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Indemnified Party’s right to demand or receive such compensation. Notwithstanding anything to the contrary in this Section 2.12, the Borrower shall not be required to compensate an Indemnified Party pursuant to this Section 2.12 for any amounts incurred more than six (6) months prior to the date that such Indemnified Party notifies the Borrower of such Indemnified Party’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six (6) month period shall be extended to include the period of such retroactive effect. [Investcorp] Loan and Security Agreement (g) Each Xxxxxx agrees that it will take such commercially reasonable actions as the Borrower may reasonably request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 2.12 or Section 2.13; provided that no Lender shall be obligated to take any actions that would, in the reasonable opinion of such Lender, be disadvantageous to such Lender. In no event will Borrower be responsible for increased amounts referred to in this Section 2.12 which relates to any other entities to which any Lender provides financing. Notwithstanding the foregoing, in no event shall the Lender seek reimbursement or compensation from the Borrower pursuant to Section 2.12 or Section 2.13 unless it is charging, in its capacity as lender thereto, similar amounts to all other special purpose entity borrowers that intend to acquire corporate credit assets in similar corporate credit financing transactions. (h) The payment of amounts under this Section 2.12 shall be on an after-Tax basis.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or administration thereof (ii) the compliance by an Indemnified Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (a) of any such authority or agency: (i) that subjects any Affected subject an Indemnified Party to any charge Tax or withholding on or increased Tax of any kind whatsoever with respect to any Transaction Document this Agreement or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes change the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (except for changes the Lender in respect thereof with respect to its interest in the rate of tax Collateral, or any right or obligation to make Advances hereunder, or on the overall net income of an Affected Party any payment made hereunder, (b) impose, modify or taxes excluded by Section 2.13) or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an Affected by, any Indemnified Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition affecting the ownership interest in the Collateral conveyed to the Secured Parties hereunder or any Indemnified Party’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to an Affected any Indemnified Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Indemnified Party under a this Agreement or under any other Transaction Document or to require any payment calculated by reference to Document, then on the amount of interests or loans held or interest received by it, then, upon Payment Date following demand by such Indemnified Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Indemnified Party such additional amount or such amounts to otherwise as will compensate such Affected Indemnified Party for such additional or increased cost incurred or such reduction suffered. [Investcorp] Loan and Security Agreement (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Indemnified Party with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including, without limitation, compliance by an Indemnified Party with any request or directive regarding capital adequacy has or would have the effect of reducing the rate of return on the capital of any Indemnified Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Indemnified Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Indemnified Party with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, on the Payment Date following demand by such Indemnified Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Indemnified Party such additional amount or amounts as will compensate such Indemnified Party for such reduction; provided that notwithstanding anything in this Section 2.12(b) to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in law” for the purposes of clause (i) above, regardless of the date enacted, adopted or issued. If the issuance of any amendment or supplement to Interpretation No. 46 or to Statement of Financial Accounting Standards No. 140 by the Financial Accounting Standards Board or any other change in accounting standards, including GAAP, 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 the Related Fund, the Borrower or any Secured Party with the assets and liabilities of the Administrative Agent or any Lender or shall otherwise impose any loss, cost, expense, reduction of return on capital or other loss, such event shall constitute a circumstance on which such Indemnified Party may base a claim for reimbursement under this Section 2.12. (bc) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.12, an Affected any Indemnified Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Indemnified Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten twenty-two (22) days after demand by such Affected Indemnified Party, the Borrower shall pay to such Affected Indemnified Party such additional amount or amounts as may be necessary to reimburse such Affected Indemnified Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.12, the Affected Indemnified Party may use any reasonable averaging and attribution methods. Any Affected Indemnified Party making a claim under this section Section 2.12 shall submit to the Borrower Investment Manager a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable manifest error. (e) [Reserved]. [Investcorp] Loan and Security Agreement (f) Failure or delay on the part of any Indemnified Party to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Indemnified Party’s right to demand or receive such compensation. Notwithstanding anything to the contrary in this Section 2.12, the Borrower shall not be required to compensate an Indemnified Party pursuant to this Section 2.12 for any amounts incurred more than six (6) months prior to the date that such Indemnified Party notifies the Borrower of such Indemnified Party’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six (6) month period shall be extended to include the period of such retroactive effect. (g) Each Xxxxxx agrees that it will take such commercially reasonable actions as the Borrower may reasonably request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 2.12 or Section 2.13; provided that no Lender shall be obligated to take any actions that would, in the reasonable opinion of such Lender, be disadvantageous to such Lender. In no event will Borrower be responsible for increased amounts referred to in this Section 2.12 which relates to any other entities to which any Lender provides financing. Notwithstanding the foregoing, in no event shall the Lender seek reimbursement or compensation from the Borrower pursuant to Section 2.12 or Section 2.13 unless it is charging, in its capacity as lender thereto, similar amounts to all other special purpose entity borrowers that intend to acquire corporate credit assets in similar corporate credit financing transactions. (h) The payment of amounts under this Section 2.12 shall be on an after-Tax basis.

Increased Costs; Capital Adequacy; Illegality. (a) If after the date hereof, any Managing Agent, Lender or any Affiliate thereof (each of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive Law shall (whether or not having the force of lawA) of any such authority or agency: (i) that subjects any subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected Party Party), duty or taxes excluded other charge with respect to the Revolving Loans made by Section 2.13it hereunder, or any right or obligation to make a Funding hereunder, or on any payment made hereunder, (B) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes impose any other condition affecting the Revolving Loans made by it hereunder or a Lender’s rights or obligations hereunder or with respect hereto, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document 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, Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased cost or such reduction. (b) If as a result of any event or circumstance similar to those described in clause (a) of this Section 2.12, an Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunderAgreement, then within ten (10) days after demand by such Affected PartyParty (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as may be necessary to reimburse will compensate such Affected Party for any such amounts paid by itadditional or increased cost incurred or such reduction suffered. (ca) If any Change in Law shall occur regarding capital or liquidity requirements which has or would have the effect of reducing the rate of return on the capital of any Affected Party or would otherwise result in the imposition of an internal capital or liquidity charge on such Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such reduction or charge (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten (10) days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction suffered or charge imposed. (b) In determining any amount provided for in this sectionSection, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section shall submit to the Borrower Servicer a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable error. (c) At any time the Deal Agent or any Managing Agent, as applicable, shall notify the Borrower that an event described in clause (b) of the definition of “LIBOR” has occurred, the Eurodollar Loans portion of the Aggregate Loan Amount, if any, in respect of which Interest accrues at the Adjusted LIBOR shall immediately be converted into Base Rate Loans.

Increased Costs; Capital Adequacy; Illegality. (a) If after (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or administration thereof regulation, (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), or (iii) without limiting the generality of the foregoing, any such authority or agency: Specified Change in Law, in any of the foregoing cases, shall (iA) that subjects any subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected Party imposed on it by the jurisdiction under the laws of which such Affected Party is organized), duty or taxes excluded other charge with respect to the Advance made by Section 2.13it hereunder, or any right to make the Funding hereunder, or on any payment made hereunder, (B) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes impose any other condition affecting the Advance made by it hereunder or the Lender’s rights hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document or to require any payment calculated by reference to the amount of interests or loans held or interest received by itthis Agreement, then, upon then within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request, (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, or (iii) without limiting the generality of the foregoing, any Specified Change in Law, in any of the foregoing cases, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this subsection 2.13(b). (c) If as a result of any event or circumstance similar to those described in clause clauses (a) or (b) of this Section 2.12section, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances the Advance hereunder, then within ten days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable manifest error. (e) If the Lender shall notify the Deal Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Deal Agent shall in turn so notify the Borrower, whereupon all Capital in respect of which Interest accrues at the Adjusted LIBOR Rate shall immediately be converted into Capital in respect of which Interest accrues at the Base Rate.

Increased Costs; Capital Adequacy; Illegality. (a) If after the date hereof, any Managing Agent, Lender or any Affiliate thereof (each of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Regulatory Change in Law, any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, 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: (i) that subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document this Agreement or an Affected Party’s its obligations under a Transaction Documentthis Agreement, or on or with respect to the AdvancesLoans and/or the Receivables, or changes the basis of taxation of payments to any Affected Party it of any amounts payable under any Transaction Document this Agreement (except for changes Indemnified Taxes, Taxes described in clauses (ii) through (iv) of the rate definition of tax Excluded Taxes and Other Connection Taxes imposed on the or measured by its overall net income of an Affected Party or (including franchise taxes excluded by Section 2.13) or imposed on net income)), (ii) that imposes, modifies or deems applicable any reserve, assessment, fee, tax (other than Taxes), insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of an Affected Party, or credit extended by an Affected Party it pursuant to a Transaction Document this Agreement, or (iii) that imposes any other condition condition, the result of which is to increase the cost to an LEGAL02/42658427v2 Affected Party of performing its obligations under a Transaction Documentthis Agreement, or to reduce the rate of return on an Affected Party’s its capital or assets as a consequence of its obligations under a Transaction Documentthis Agreement, or to reduce the amount of any sum received or receivable by an Affected Party it under a Transaction Document 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 applicable Managing AgentAdministrative Agent on behalf of such Affected Party, the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant such Affected Party, such amounts charged to such Affected Party or such amounts to otherwise compensate such Affected Party it for such increased cost or such reduction. (b) If as a result of any event or circumstance similar to those described in clause (a) of this Section 2.12, an Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then reduction within ten 30 days after demand by such Affected Party. The Borrower acknowledges that any Affected Party may institute measures in anticipation of a Regulatory Change (including the imposition of internal charges on its interests or obligations under this Agreement), and may commence allocating charges to or seeking compensation from the Borrower under this Section in connection with such Early Adoption Increased Costs in advance of the effective date of such Regulatory Change, and the Borrower agrees to pay such Early Adoption Increased Costs to the Administrative Agent, for the benefit of such Affected Party, following demand therefor without regard to whether such effective date has occurred within 30 days after demand by such Affected Party. The Borrower further acknowledges that any charge or compensation demanded hereunder may take the form of a monthly charge to be assessed by such Affected Party. For the avoidance of doubt, the Borrower shall not be required to pay any such charges or compensation to such Affected Party such additional amount or amounts as may be necessary prior to reimburse such Affected Party for any such amounts paid by it. (c) In determining any amount provided for the expiration of the 30 day notice period specified in this section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower a certificate as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable errorclause (a).

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereofintroduction of or any change (including, without limitation, any Managing Agent, change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation or (ii) the compliance by a Lender or any Affiliate thereof (each of which, an “"Affected Party”") shall be charged with any fee, expense guideline or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, request from any central bank or any comparable other governmental agency charged with the interpretation or administration thereof, or compliance with any request or directive authority (whether or not having the force of law), (A) of any such authority or agency: (i) that subjects any shall subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of such Affected Party), duty or other charge with respect to an Affected Party Advance hereunder, or taxes excluded by Section 2.13) on any payment made hereunder or (iiB) that imposesshall impose, modifies modify or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Federal Reserve Board, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes shall impose any other condition affecting an Advance or a Lender's rights hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document or to require any payment calculated by reference to the amount of interests or loans held or interest received by itthis Agreement, then, upon then within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. (bc) If as a result of any event or circumstance similar to those described in clause clauses (a) or (b) of this Section 2.122.14, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it. (cd) In determining any amount provided for in this section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower a certificate as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable error. (e) If a Lender shall notify the Deal Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of "Eurodollar Disruption Event" has occurred, the Deal Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBOR Rate shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or administration thereof (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), in each case, adopted, made or implemented after the A&R Effective Date, shall (a) of any such authority or agency: (i) that subjects subject any Affected Party to any charge or withholding Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Documentits loans, loan principal, letters of credit, commitments, or on or with respect to the Advancesother obligations, or changes its deposits, reserves, other liabilities or capital attributable thereto, (b) impose, modify or deem applicable any reserve requirement (including, without limitation, any reserve requirement imposed by the basis Board of taxation Governors of payments to the Federal Reserve System, but excluding any Affected Party of any amounts payable under any Transaction Document (except for changes reserve requirement, if any, included in the rate determination of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance chargeInterest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition (other than Taxes) affecting the ownership interest in the Collateral conveyed to the Lenders hereunder or any Affected Party’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a this Agreement or under any other Transaction Document or to require any payment calculated Document, then on the later of the next Payment Date and 30 days after receipt by reference to the amount Borrower of interests or loans held or interest received by it, then, upon demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, in each case, adopted, made or implemented after the A&R Effective Date, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, on the later of the next Payment Date and 30 days after receipt by the Borrower of demand by USActive 37382726.29 56 such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction; provided that notwithstanding anything in this Section 2.12(b) to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in law” for the purposes of clause (i) above, regardless of the date enacted, adopted or issued. (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.122.12 that occurs after the A&R Effective Date, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten on the later of the next Payment Date and 30 days after receipt by the Borrower of demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.12, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.12 shall submit to the Borrower Collateral Manager a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable manifest error. (e) If a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” with respect to any Lender occurred, such Lender shall in turn so notify the Borrower, whereupon all Advances Outstanding of the affected Lender in respect of which Interest accrues at the LIBOR RateBenchmark shall immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate in accordance with the definition of “Interest Rate”. (f) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Affected Party’s right to demand or receive such compensation. Notwithstanding anything to the contrary in this Section 2.12, the Borrower shall not be required to compensate an Affected Party pursuant to this Section 2.12 for any amounts incurred more than six (6) months prior to the date that such Affected Party notifies the Borrower of such Affected Party’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six (6) month period shall be extended to include the period of such retroactive effect. (g) Each Lender agrees that it will take such commercially reasonable actions as the Borrower may reasonably request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 2.12 or Section 2.13; provided that, no Lender shall be obligated to take any actions that would, in the reasonable opinion of such Lender, be disadvantageous to such Lender. In no event will Borrower be responsible for increased amounts referred to in this Section 2.12 which relates to any other entities to which Lenders provide financing. In no event will Borrower be responsible for any increased amounts or reduced return referred to in this Section 2.12 resulting from any Lender subject to a Bail-In Action being deemed a Defaulting Lender or such Lender not receiving interest on Advances that it does not fund as a result of a Bail-In Action. USActive 37382726.29 57

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or administration thereof regulation or (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), (A) of any such authority or agency: (i) that subjects any shall subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of such Affected Party), duty or other charge with respect to an Affected Party Advance, or taxes excluded by Section 2.13) Swingline Advance or Alternative Currency Swingline Advance hereunder, or on any payment made hereunder or (iiB) that imposesshall impose, modifies modify or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Federal Reserve Board, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes shall impose any other condition affecting an Advance, or Swingline Advance or Alternative Currency Swingline Advance or a Lender’s rights hereunder (or of maintaining a Lender’s obligation to make any such Advance, Swingline Advance or Alternative Currency or Swingline Advance, as applicable), the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document or to require any payment calculated by reference to the amount of interests or loans held or interest received by itthis Agreement, then, upon then within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any Applicable Law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any Applicable Law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party or any Lender’s holding company as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party or such Lender’s holding company could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party or such Lender’s holding company with respect to capital adequacy) by an amount deemed by such Affected Party or such Lender’s holding company to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party or the Lender with respect to such holding company such additional amount or amounts as will compensate such Affected Party for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 2.14(b). (c) If as a result of any event or circumstance similar to those described in clause Sections 2.14(a) and (a) of this Section 2.12b), an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances, or Swingline Advances or Alternative Currency Swingline Advances hereunder, then within ten days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it. (cd) In determining any amount provided for in this sectionSection 2.14, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower a certificate as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable error. (e) If a Lender, or the Swingline Lender or the Alternative Currency Swingline Lender shall notify the Deal Agent that a Eurocurrency Disruption Event as described in clause (a) of the definition of “Eurocurrency Disruption Event” has occurred, the Deal Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at the LIBOR Rate and Swingline Advances in respect of which Interest accrues at the LIBOR Market Index Rate or Adjusted Eurocurrency Rate, as applicable, shall immediately be converted into Advances outstanding and Swingline Advances outstanding in respect of which Interest accrues at the Base Rate. (f) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.14 shall not constitute a waiver of such Affected Party’s right to demand such compensation.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or administration thereof regulation or (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (a) of any such authority or agency: (i) that subjects any subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected Party Party), duty or taxes excluded by Section 2.13other charge with respect to any interest in the Collateral, or any right to make Advances hereunder or payments under any Liquidity Agreement, or on any payment made hereunder or thereunder, (b) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition affecting the interest in the Collateral Granted to the Trustee hereunder or to a Liquidity Bank under a Liquidity Agreement or the Lender’s rights hereunder or Liquidity Bank’s rights thereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document this Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by itsuch Liquidity Agreement, then, upon then within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay (and to the Administrative Agent, for extent the Borrower does not make such payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged Servicer shall pay) directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or under a Liquidity Agreement or arising in connection herewith or therewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay (and to the extent the Borrower does not make such payment the Servicer shall pay) directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For the avoidance of doubt, if the issuance of Interpretation No. 46 by the Financial Accounting Standards Board 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 the Originator or Borrower with the assets and liabilities of the Administrative Agent, the Lender or the Liquidity Bank, such event shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.16. (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.122.16, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or under a Liquidity Agreement or the funding or maintenance of Advances hereunderhereunder or payments thereunder, then within ten days after demand by such Affected Party, the Borrower shall pay (or to the extent the Borrower does not make such payment the Servicer shall pay) to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.16, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.16 shall submit to the Borrower and the Servicer a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable error. (e) If the Lender shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower and the Servicer, whereupon all Advances Outstanding in respect of which Interest accrues at the Adjusted Eurodollar Rate shall immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or administration thereof (ii) the compliance by an Indemnified Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (a) of any such authority or agency: (i) that subjects any Affected subject an Indemnified Party to any charge Tax or withholding on or increased Tax of any kind whatsoever with respect to any Transaction Document this Agreement or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes change the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (except for changes the Lender in respect thereof with respect to its interest in the rate of tax Collateral, or any right or obligation to make Advances hereunder, or on the overall net income of an Affected Party any payment made hereunder, (b) impose, modify or taxes excluded by Section 2.13) or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an Affected by, any Indemnified Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition affecting the ownership interest in the Collateral conveyed to the Secured Parties hereunder or any Indemnified Party’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to an Affected any Indemnified Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Indemnified Party under a this Agreement or under any other Transaction Document or to require any payment calculated by reference to Document, then on the amount of interests or loans held or interest received by it, then, upon Payment Date following demand by such Indemnified Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Indemnified Party such additional amount or such amounts to otherwise as will compensate such Affected Indemnified Party for such additional or increased cost incurred or such reduction suffered. [Investcorp] Loan and Security Agreement (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Indemnified Party with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including, without limitation, compliance by an Indemnified Party with any request or directive regarding capital adequacy has or would have the effect of reducing the rate of return on the capital of any Indemnified Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Indemnified Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Indemnified Party with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, on the Payment Date following demand by such Indemnified Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Indemnified Party such additional amount or amounts as will compensate such Indemnified Party for such reduction; provided that notwithstanding anything in this Section 2.12(b) to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in law” for the purposes of clause (i) above, regardless of the date enacted, adopted or issued. If the issuance of any amendment or supplement to Interpretation No. 46 or to Statement of Financial Accounting Standards No. 140 by the Financial Accounting Standards Board or any other change in accounting standards, including GAAP, 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 the Related Fund, the Borrower or any Secured Party with the assets and liabilities of the Administrative Agent or any Lender or shall otherwise impose any loss, cost, expense, reduction of return on capital or other loss, such event shall constitute a circumstance on which such Indemnified Party may base a claim for reimbursement under this Section 2.12. (bc) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.12, an Affected any Indemnified Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Indemnified Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten twenty-two (22) days after demand by such Affected Indemnified Party, the Borrower shall pay to such Affected Indemnified Party such additional amount or amounts as may be necessary to reimburse such Affected Indemnified Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.12, the Affected Indemnified Party may use any reasonable averaging and attribution methods. Any Affected Indemnified Party making a claim under this section Section 2.12 shall submit to the Borrower InvestmentCollateral Manager a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable manifest error. (e) [Reserved]. [Investcorp] Loan and Security Agreement (f) Failure or delay on the part of any Indemnified Party to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Indemnified Party’s right to demand or receive such compensation. Notwithstanding anything to the contrary in this Section 2.12, the Borrower shall not be required to compensate an Indemnified Party pursuant to this Section 2.12 for any amounts incurred more than six (6) months prior to the date that such Indemnified Party notifies the Borrower of such Indemnified Party’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six (6) month period shall be extended to include the period of such retroactive effect. (g) Each Xxxxxx agrees that it will take such commercially reasonable actions as the Borrower may reasonably request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 2.12 or Section 2.13; provided that no Lender shall be obligated to take any actions that would, in the reasonable opinion of such Lender, be disadvantageous to such Lender. In no event will Borrower be responsible for increased amounts referred to in this Section 2.12 which relates to any other entities to which any Lender provides financing. Notwithstanding the foregoing, in no event shall the Lender seek reimbursement or compensation from the Borrower pursuant to Section 2.12 or Section 2.13 unless it is charging, in its capacity as lender thereto, similar amounts to all other special purpose entity borrowers that intend to acquire corporate credit assets in similar corporate credit financing transactions. (h) The payment of amounts under this Section 2.12 shall be on an after-Tax basis.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or administration thereof regulation or (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (a) of any such authority or agency: (i) that subjects any subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected Party Party), duty or taxes excluded by Section 2.13other charge with respect to any interest in the Collateral, or any right to make Advances hereunder or payments under any Liquidity Agreement, or on any payment made hereunder or thereunder, (b) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition affecting the interest in the Collateral conveyed to the Lender hereunder or to a Liquidity Bank under a Liquidity Agreement or the Lender’s rights hereunder or Liquidity Bank’s rights thereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document this Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by itsuch Liquidity Agreement, then, upon then within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay (and to the Administrative Agent, for extent the Borrower does not make such payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged Servicer shall pay) directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or under a Liquidity Agreement or arising in connection herewith or therewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay (and to the extent the Borrower does not make such payment the Servicer shall pay) directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For the avoidance of doubt, if the issuance of Interpretation No. 46 by the Financial Accounting Standards Board 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 the Originator or Borrower with the assets and liabilities of the Administrative Agent, the Lender or the Liquidity Bank, such event shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.16. (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.122.16, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or under a Liquidity Agreement or the funding or maintenance of Advances hereunderhereunder or payments thereunder, then within ten days after demand by such Affected Party, the Borrower shall pay (or to the extent the Borrower does not make such payment the Servicer shall pay) to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.16, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.16 shall submit to the Borrower and the Servicer a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable error. (e) If the Lender shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower and the Servicer, whereupon all Advances Outstanding in respect of which Interest accrues at the Adjusted Eurodollar Rate shall immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or administration thereof (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law), shall (a) impose, modify or deem applicable any reserve requirement (including, without limitation, any reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such authority or agency: (i) that subjects any Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Documentreserve requirement, or on or with respect to the Advancesif any, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document (except for changes included in the rate determination of tax on the overall net income of an Affected Party or taxes excluded by Section 2.13) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance chargeInterest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party, (b) subject any Affected Party pursuant to a Transaction Document any Taxes (other 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, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iiic) that imposes impose any other condition affecting the security interest in the Collateral Granted to the Secured Parties hereunder, the security interest Granted to the Administrative Agent for the benefit of the Secured Parties hereunder or any Affected Party’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a this Agreement or under any other Transaction Document or to require any payment calculated by reference to Document, then on the amount of interests or loans held or interest received by it, then, upon Payment Date following demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay from the Collection Account (to the Administrative Agent, for payment extent of available funds therein and pursuant to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged Section 2.10(d)) directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, on the Payment Date following demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay from the Collection Account (to the extent of available funds therein and pursuant to Section 2.10(d)) directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For the avoidance of doubt, any increase in cost and/or reduction of return on capital with respect to any Affected Party caused by regulatory capital allocation adjustments due to FAS 166, 167 and subsequent statements and interpretations shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.12. Notwithstanding the foregoing, this Section 2.12(b) shall not apply to Taxes. (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.12, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten no later than the earlier to occur of (x) 30 days after and (y) the next Payment Date following such demand by such Affected Party, the Borrower shall pay to such Affected Party from the Collection Account (to the extent of available funds therein and pursuant to Section 2.10(d)) such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.12, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.12 shall submit to the Borrower Servicer a certificate as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable error. (e) If the Lender shall notify the Administrative Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the Administrative Agent shall in turn so notify the Borrower, whereupon all LIBOR Rate Advances of the affected Lender shall immediately be converted into Prime Rate Advances. (f) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Affected Party’s right to demand or receive such compensation. (g) Each Affected Party agrees that it will take such commercially reasonable actions as the Borrower may reasonably request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 2.12 or Section 2.13; provided that no Affected Party shall be obligated to take any actions that would, in the reasonable opinion of such Affected Party, be disadvantageous to such Affected Party. In no event will the Borrower be responsible for increased amounts referred to in this Section 2.12 which relate to any other entities to which Lenders provide financing.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereofintroduction of or any change (including, without limitation, any Managing Agent, change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation or (ii) the compliance by a Lender or any Affiliate thereof (each of which, an “"Affected Party”") shall be charged with any fee, expense -------------- guideline or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, request from any central bank or any comparable other governmental agency charged with the interpretation or administration thereof, or compliance with any request or directive authority (whether or not having the force of law), (A) of any such authority or agency: (i) that subjects any shall subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of such Affected Party), duty or other charge with respect to an Affected Party Advance hereunder, or taxes excluded by Section 2.13) on any payment made hereunder or (iiB) that imposesshall impose, modifies modify or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes shall impose any other condition affecting an Advance or a Lender's rights hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document or to require any payment calculated by reference to the amount of interests or loans held or interest received by itthis Agreement, then, upon then within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. (bc) If as a result of any event or circumstance similar to those described in clause clauses (a) or (b) of this Section 2.122.13, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it. (cd) In determining any amount provided for in this section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower a certificate as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable error. (e) If a Lender shall notify the Deal Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of "Eurodollar Disruption Event" has occurred, the Deal Agent shall in turn so notify the Borrower, whereupon all Advances in respect of which Interest accrues at a rate based upon the LIBOR Rate shall immediately be converted into Advances in respect of which Interest accrues at the Base Rate.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereofintroduction of or any change (including, without limitation, any Managing Agent, change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation or (ii) the compliance by a Lender or any Affiliate affiliate thereof (each of whicheach, an “"Affected Party”") shall be charged with any fee, expense guideline or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, request from any central bank or any comparable other governmental agency charged with the interpretation or administration thereof, or compliance with any request or directive authority (whether or not having the force of law), shall (A) of any such authority or agency: (i) that subjects any subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected Party Party), duty or taxes excluded by Section 2.13other charge with respect to the Net Investment, or on any payment made hereunder, (B) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Federal Reserve Board, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes impose any other condition affecting the Net Investment or a Lender's rights hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document or to require any payment calculated by reference to the amount of interests or loans held or interest received by itthis Agreement, then, upon then within 30 days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within 30 days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. (bc) If as a result of any event or circumstance similar to those described in clause (aSection 2.10(a) of this Section 2.12or 2.10(b), an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunderthe Net Investment, then within ten 30 days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it. (cd) In determining any amount provided for in this sectionSection, the an Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section shall submit to the Borrower a certificate as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable manifest error. (e) If a Lender shall notify the Deal Agent that a Eurodollar Disruption Event as described in clause (i) of the definition of "Eurodollar Disruption Event" has occurred, the Deal Agent shall in turn so notify the Borrower, whereupon the portion of the Net Investment in respect of which Interest accrues at a rate based upon the LIBOR Rate shall immediately begin to accrue Interest at the Base Rate.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or administration thereof regulation, or (ii) the compliance by the Purchaser and/or any governmental authority, the Financial Accounting Standards Board, other Affected Party with any guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law) of shall (1) subject the Purchaser and/or any such authority or agency: (i) that subjects any other Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an the Purchaser and/or any other Affected Party Party), duty or taxes excluded by Section 2.13other charge with respect to any ownership interest in the Purchased Items or the Pledged Collateral, or any right to enter into Transactions hereunder, or on any payment made hereunder or under the other Repurchase Documents, (2) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of the Price Differential), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, the Purchaser and/or any other Affected Party pursuant to a Transaction Document or (iii3) that imposes impose any other condition affecting the ownership interest in the Purchased Items conveyed to the Purchaser hereunder, the Pledged Collateral or the Purchaser’s and/or any other Affected Party’s rights hereunder or under the other Repurchase Documents, the result of which is to increase the cost to an the Purchaser and/or any other Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an the Purchaser and/or any other Affected Party under a Transaction Document 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, Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased cost or such reduction. (b) If as a result of any event or circumstance similar to those described in clause (a) of this Section 2.12, an Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or and the funding or maintenance of Advances hereunderother Repurchase Documents, then within ten (10) days after demand by the Purchaser and/or any other Affected Party (which demand shall be accompanied by a statement setting forth the basis for such Affected Partydemand), the Borrower Seller shall pay directly to such the Purchaser and/or any other Affected Party such additional amount or amounts as may be necessary to reimburse such will compensate the Purchaser and/or any other Affected Party for such additional or increased cost incurred or such reduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by the Purchaser and/or any other Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including, without limitation, compliance by the Purchaser and/or any other Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of the Purchaser and/or any other Affected Party as a consequence of its obligations hereunder or under the other Repurchase Documents or arising in connection herewith or therewith to a level below that which the Purchaser and/or any other Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of the Purchaser and/or any other Affected Party with respect to capital adequacy) by an amount deemed by the Purchaser and/or any other Affected Party to be material, then from time to time, within ten (10) days after demand by the Purchaser and/or any other Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Seller shall pay directly to the Purchaser and/or any other Affected Party such additional amount or amounts paid as will compensate the Purchaser and/or any other Affected Party for such reduction. For the avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by itthe Financial Accounting Standards Board shall constitute an adaptation, change, request or directive subject to this Subsection 2.10(b). (c) In determining any amount provided for in this sectionSection 2.10, the Purchaser and/or any other Affected Party may use any reasonable averaging and attribution methods. Any The Purchaser and/or any other Affected Party making a claim under this section Section 2.10 shall submit to the Borrower Seller a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable error. (d) If the Purchaser and/or any other Affected Party shall notify the Seller that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, all Transactions in respect of which the Price Differential accrues at the Adjusted Eurodollar Rate shall immediately be converted into Transactions in respect of which the Price Differential accrues at the Base Rate. (e) Without prejudice to the survival of any other agreement of the Seller hereunder, the agreements and obligations of the Seller contained in this Section 2.10 shall survive the termination of this Agreement.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or administration thereof regulation or (ii) the compliance by an Affected Party with any governmental authority, the Financial Accounting Standards Board, guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law) of any such authority or agency: shall (ia) that subjects any subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income of an such Affected Party Party), duty or taxes excluded by Section 2.13other charge with respect to any ownership interest in the Assets, or any right to make Advances hereunder, or on any payment made hereunder, (b) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiic) that imposes impose any other condition affecting the ownership interest in the Assets conveyed to the Purchaser hereunder or the Purchaser's rights hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, then within ten (10) days after demand by such Affected Party (which demand shall be accompanied by a Transaction Document or to require any payment calculated by reference statement setting forth the basis for such demand), the Servicer shall pay (and to the amount of interests or loans held or interest received by it, then, upon demand by extent the applicable Managing Agent, Borrower Servicer does not make such payment the Seller shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged pay) directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reductionreduction suffered. (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten (10) days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Servicer shall pay (and to the extent the Servicer does not make such payment the Seller shall pay) directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For the avoidance of doubt, if the issuance of Interpretation No. 46 by the Financial Accounting Standards Board 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 the Originator or Seller with the assets and liabilities of the Administrative Agent, any Purchaser Agent, any Purchaser or any Liquidity Bank, such event shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.13. (c) If as a result of any event or circumstance similar to those described in clause (a) or (b) of this Section 2.122.13, an any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten (10) days after demand by such Affected Party, the Borrower Servicer shall pay (or to the extent the Servicer does not make such payment the Seller shall pay) to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts payable or paid by it. (cd) In determining any amount provided for in this sectionSection 2.13, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section Section 2.13 shall submit to the Borrower Servicer a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable error. (e) If the Purchaser shall notify the Purchaser Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of "Eurodollar Disruption Event" has occurred, the Purchaser Agent shall in turn so notify the Seller, whereupon all Advances Outstanding of the Purchaser in respect of which Interest accrues at the Adjusted Eurodollar Rate shall immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate.

Increased Costs; Capital Adequacy; Illegality. (ai) If after either (A) the date hereof, any Managing Agent, Lender or any Affiliate thereof (each introduction of which, an “Affected Party”) shall be charged any fee, expense or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing(including, or without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or administration thereof regulation, or (B) the compliance by the Buyer and/or any governmental authority, the Financial Accounting Standards Board, other Affected Party with any guideline or request from any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive other Governmental Authority (whether or not having the force of law) of shall (1) subject the Buyer and/or any such authority or agency: (i) that subjects any other Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document Tax (except for changes in the rate of tax Taxes on the overall net income or franchise of an the Buyer and/or any other Affected Party Party), duty or taxes excluded by Section 2.13other charge with respect to any ownership interest in the Purchased Items, or any right to enter into Transactions hereunder, or on any payment made hereunder, (2) impose, modify or (ii) that imposes, modifies or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of the Price Differential), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyamount of, or credit extended by an by, the Buyer and/or any other Affected Party pursuant to a Transaction Document or (iii3) that imposes impose any other condition affecting the ownership interest in the Purchased Items conveyed to the Buyer hereunder or the Buyer's and/or any other Affected Party's rights hereunder, the result of which is to increase the cost to an the Buyer and/or any other Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an the Buyer and/or any other Affected Party under a Transaction Document 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, Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged to such Affected Party or such amounts to otherwise compensate such Affected Party for such increased cost or such reduction. (b) If as a result of any event or circumstance similar to those described in clause (a) of this Section 2.12, an Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunderRepurchase Agreement, then within ten (10) days after demand by the Buyer and/or any other Affected Party (which demand shall be accompanied by a statement setting forth the basis for such Affected Partydemand), the Borrower Seller shall pay directly to such the Buyer and/or any other Affected Party such additional amount or amounts as may be necessary to reimburse such will compensate the Buyer and/or any other Affected Party for any such amounts paid by itadditional or increased cost actually incurred or such reduction actually suffered. (cii) If either (A) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (B) compliance by the Buyer and/or any other Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency (whether or not having the force of law), including, without limitation, compliance by the Buyer and/or any other Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of the Buyer and/or any other Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which the Buyer and/or any other Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of the Buyer and/or any other Affected Party with respect to capital adequacy) by an amount deemed by the Buyer and/or any other Affected Party to be material, then from time to time, within ten (10) days after demand by the Buyer and/or any other Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Seller shall pay directly to the Buyer and/or any other Affected Party such additional amount or amounts as will compensate the Buyer and/or any other Affected Party for such reduction. For the avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adaptation, change, request or directive subject to this Paragraph 3(i)(ii). (iii) In determining any amount provided for in this sectionParagraph 3(i), the Buyer and/or any other Affected Party may use any reasonable averaging and attribution methods. Any The Buyer or the Affected Party making a claim under this section Paragraph 3(i) shall submit to the Borrower Seller a certificate written description as to such additional or increased cost or reductionreduction and the calculation thereof, which certificate shall calculate in reasonable detail any such charges and written description shall be conclusive absent demonstrable error. Notwithstanding anything to the contrary contained in clauses (i) or (ii) of this Paragraph 3(i), the Buyer shall not seek to impose any such Increased Costs on the Seller unless the Buyer is imposing such Increased Costs on similarly situated sellers or borrowers. To the extent possible, the Buyer will use its best efforts to give prior notice to the Seller that there will be Increased Costs incurred. If the Buyer gives notice of Increased Costs and the Seller either accepts such Increased Costs or continues to utilize the Facility with knowledge of such Increased Costs, the Seller shall be obligated to pay such Increased Costs before exercising the termination option set forth in the next sentence. If the proposed Increased Costs exceed 7.5% of the Seller's Facility costs for the preceding year, the Seller shall have the option to terminate the Repurchase Agreement by giving three (3) Business Days prior written notice to the Buyer and remitting to the Buyer on or before the effective date of the termination all outstanding Obligations due to the Buyer and the other Affected Parties under the Repurchase Documents. If the Seller terminates the Repurchase Agreement in accordance with the preceding sentence, the Seller shall be entitled to a pro-rata rebate of the Commitment Fee based on the portion of the three (3) year Facility that was not used by the Seller. (iv) If the Buyer and/or any other Affected Party shall notify the Seller that a Eurodollar Disruption Event as described in clause (a) of the definition of "Eurodollar Disruption Event" has occurred, all Transactions in respect of which the Price Differential accrues at the Adjusted Eurodollar Rate shall immediately be converted into Transactions in respect of which the Price Differential accrues at the Base Rate. (v) Without prejudice to the survival of any other agreement of the Seller hereunder, the agreements and obligations of the Seller contained in this Paragraph 3(i) shall survive the termination of this Repurchase Agreement until the expiration of the applicable statute of limitations.

Increased Costs; Capital Adequacy; Illegality. (a) If after either (i) the date hereofintroduction of or any change (including, without limitation, any Managing Agent, change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation or (ii) the compliance by the Lender or any Affiliate affiliate thereof (each of which, an “"Affected Party”") shall be charged with any fee, expense guideline or increased cost on account of any Change in Law, any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by any governmental authority, the Financial Accounting Standards Board, request from any central bank or any comparable other governmental agency charged with the interpretation or administration thereof, or compliance with any request or directive authority (whether or not having the force of law), (A) of any such authority or agency: (i) that subjects any shall subject an Affected Party to any charge or withholding on or with respect to any Transaction Document or an Affected Party’s obligations under a Transaction Document, or on or with respect to the Advances, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Transaction Document tax (except for changes in the rate of tax taxes on the overall net income of an such Affected Party Party), duty or taxes excluded by Section 2.13) other charge with respect to the Pledged Assets, the obligation to make Loans hereunder, or on any payment made hereunder or (iiB) that imposesshall impose, modifies modify or deems deem applicable any reservereserve requirement (including, assessmentwithout limitation, insurance chargeany reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Yield), special deposit or similar requirement against assets of, deposits with or for the account of an Affected Partyof, or credit extended by an by, any Affected Party pursuant to a Transaction Document or (iiiC) that imposes shall impose any other condition affecting the Pledged Assets or the Lender's rights hereunder, the result of which is to increase the cost to an any Affected Party of performing its obligations under a Transaction Document, or to reduce the rate of return on an Affected Party’s capital as a consequence of its obligations under a Transaction Document, or to reduce the amount of any sum received or receivable by an Affected Party under a Transaction Document or to require any payment calculated by reference to the amount of interests or loans held or interest received by itthis Agreement, then, upon then within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the applicable Managing Agentbasis for such demand), the Borrower shall pay to the Administrative Agent, for payment to the applicable Managing Agent for the benefit of the relevant Affected Party, such amounts charged directly to such Affected Party such additional amount or such amounts to otherwise as will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered to the extent such additional or increased costs or reduction are incurred or suffered in connection with the Pledged Assets, any obligation to make Loans hereunder, any of the Lender's rights hereunder, or any payment made hereunder. The Lender agrees that it will use its best efforts to reduce or eliminate any claim for compensation pursuant to this Section 2.10(a), provided that nothing contained herein shall obligate the Lender to take any action which, in the opinion of the Lender, is unlawful or otherwise disadvantageous to the Lender. (b) If either (i) the introduction of or any change in .or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. (bc) If as a result of any event or circumstance similar to those described in clause (a) of this Section 2.12, an Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support or financing to such Affected Party in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any such amounts paid by it. (c) In determining any amount provided for in this section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this section shall submit to the Borrower a certificate as to such additional or increased cost or reduction, which certificate shall calculate in reasonable detail any such charges and shall be conclusive absent demonstrable error.in