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

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 or (ii) the compliance by an Affected Party with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), shall (a) subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected Party), duty or other 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 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 reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Affected Party or (c) 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 any Affected Party 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 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 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 (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 2.16, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support 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 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 amounts payable or paid by it. (d) In determining any amount provided for in this Section 2.16, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.16 shall submit to the Seller and the Servicer a written description as to such additional or increased cost or reduction and the calculation thereof, which 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 and the Servicer, whereupon all Advances Outstanding of the affected Purchaser or Swingline 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 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 or (ii) the compliance by an Affected Party with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), shall (aA) subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected PartyParty imposed on it by the jurisdiction under the laws of which such Affected Party is organized), duty or other charge with respect to any ownership interest in the CollateralAdvance made by it hereunder, or any right to make Advances or Swingline Advances the Funding hereunder, or on any payment made hereunder, (bB) 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 reserve requirement, if any, included in the determination of InterestYield), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Affected Party or (cC) impose any other condition affecting the security interest in the Collateral Granted to the Trustee for the benefit of the Secured Parties Advance made by it hereunder or the Purchasers’ a Lender’s rights hereunder, the result of which is to increase the cost to any Affected Party 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 statement setting forth the basis for such demand), the Seller Borrower 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 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 Borrower 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 any interpretation of Interpretation Accounting Research Bulletin No. 46 51 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 an adoption, change, request or directive subject to this Section 2.16subsection 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 2.16section, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances or Swingline Advances the Advance hereunder, then within ten days after demand by such Affected Party, the Seller Borrower 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 amounts payable or paid by it. (d) In determining any amount provided for in this Section 2.16section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.16 section shall submit to the Seller and the Servicer Borrower a written description as to such additional or increased cost or reduction and the calculation thereof, which written description shall be conclusive absent demonstrable manifest error. (e) If the applicable Purchaser or Swingline Purchaser a Lender shall notify their respective Purchaser the Deal 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 Deal Agent shall in turn so notify the Seller and the ServicerBorrower, whereupon all Advances Outstanding of the affected Purchaser or Swingline Purchaser Capital in respect of which Interest Yield accrues at the Alternative Adjusted Eurodollar Rate shall immediately be converted into Advances Outstanding Capital in respect of which Interest 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 law or regulation or (ii) the compliance by a Purchaser or any Affiliate thereof (each of which, an "Affected Party Party") with any guideline or request from any central bank or other Governmental Authority governmental agency or authority (whether or not having the force of law), (A) shall (a) subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected Party), duty or other charge with respect to any ownership interest in the Collateralan Asset Interest, or any right to make Advances or Swingline Advances Purchases hereunder, or on any payment made hereunder, hereunder or (bB) shall 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 reserve requirement, if any, included in the determination of InterestYield), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Affected Party or (cC) shall impose any other condition affecting the security interest in the Collateral Granted to the Trustee for the benefit of the Secured Parties hereunder an Asset Interest or the Purchasers’ a Purchaser's rights hereunder, the result of which is to increase the cost to any Affected Party 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 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 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 (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 clauses (a) or (b) of this Section 2.16section, and not in duplication of any payments made under those clauses, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances or Swingline Advances Purchases hereunder, then within ten days after demand by such Affected Party, the 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 amounts payable or paid by it. (d) In determining any amount provided for in this Section 2.16section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.16 section shall submit to the Seller and the Servicer a written description certificate as to such additional or increased cost or reduction and the calculation thereofreduction, which written description certificate shall be conclusive absent demonstrable error. (e) If the applicable Purchaser or Swingline a Purchaser shall notify their respective Purchaser the Deal 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 Deal Agent shall in turn so notify the Seller and the ServicerSeller, whereupon all Advances Outstanding of the affected Purchaser or Swingline Purchaser Capital in respect of which Interest Yield accrues at the Alternative Adjusted Eurodollar Rate shall immediately be converted into Advances Outstanding Capital in respect of which Interest 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 law or regulation or (ii) the compliance by a Purchaser or any Affiliate thereof (each of which, an "Affected Party Party") with any guideline or request from any central bank or other Governmental Authority governmental agency or authority (whether or not having the force of law), (A) shall (a) subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected Party), duty or other charge with respect to any ownership interest in the Collateralan Asset Interest, or any right to make Advances or Swingline Advances Purchases hereunder, or on any payment made hereunder, hereunder or (bB) shall 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 reserve requirement, if any, included in the determination of InterestYield), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Affected Party or (cC) shall impose any other condition affecting the security interest in the Collateral Granted to the Trustee for the benefit of the Secured Parties hereunder an Asset Interest or the Purchasers’ a Purchaser's rights hereunder, the result of which is to increase the cost to any Affected Party 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 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 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 (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 clauses (a) or (b) of this Section 2.16section, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances or Swingline Advances Purchases hereunder, then within ten days after demand by such Affected Party, the 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 amounts payable or paid by it. (d) In determining any amount provided for in this Section 2.16section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.16 section shall submit to the Seller and the Servicer a written description certificate as to such additional or increased cost or reduction and the calculation thereofreduction, which written description certificate shall be conclusive absent demonstrable error. (e) If the applicable Purchaser or Swingline a Purchaser shall notify their respective Purchaser the Deal 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 Deal Agent shall in turn so notify the Seller and the ServicerSeller, whereupon all Advances Outstanding of the affected Purchaser or Swingline Purchaser Capital in respect of which Interest Yield accrues at the Alternative Adjusted Eurodollar Rate for the then current Fixed Period shall immediately be converted into Advances Outstanding Capital in respect of which Interest Yield accrues at the Base RateRate for the remainder of such Fixed Period.

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 or (ii) the compliance by the Lender or any Affiliate thereof (each of which, an Affected Party "AFFECTED PARTY") with any guideline or request from any central bank or other Governmental Authority governmental agency or authority (whether or not having the force of law), (A) shall (a) subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected Party), duty or other charge with respect to any ownership interest in the Collateral, or any right to make Advances or Swingline Advances hereunderTerm Loan, or on any payment made hereunder, hereunder or (bB) shall 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 reserve requirement, if any, included in the determination of Interestinterest on the Outstanding Principal Amount), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Affected Party or (cC) shall impose any other condition affecting the security interest in the Collateral Granted to the Trustee for the benefit of the Secured Parties hereunder Term Loan or the Purchasers’ Lender's rights hereunder, the result of which is to increase the cost to any Affected Party 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 statement setting forth the basis for such demand), the Seller Borrower 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 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 Borrower 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 clauses (a) or (b) of this Section 2.163.7, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances or Swingline Advances the Term Loan hereunder, then within ten days after demand by such Affected Party, the Seller Borrower 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. (d) In determining any amount provided for in this Section 2.16section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.16 section shall submit to the Seller and the Servicer Borrower a written description certificate as to such additional or increased cost or reduction and the calculation thereofreduction, which written description certificate 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 and the Servicer, whereupon all Advances Outstanding of the affected Purchaser or Swingline 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 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 or (ii) the compliance by an Affected Party with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), shall (a) subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected Party), duty or other 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 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 reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Affected Party or (c) 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 any Affected Party 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 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 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 (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 2.16, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support 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 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 amounts payable or paid by it. (d) In determining any amount provided for in this Section 2.16, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.16 shall submit to the Seller and the Servicer a written description as to such additional or increased cost or reduction and the calculation thereof, which 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 and the Servicer, whereupon all Advances Outstanding of the affected Purchaser or Swingline Purchaser in respect of which Interest accrues at the Alternative 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 either (i) the introduction of of, or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) after the Closing Date in or in the interpretation of any law or regulation Applicable Law or (ii) the compliance by an Affected Party with any guideline or request from any central bank or other Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law), ) shall (aA) subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected Party), duty or other charge with respect to any ownership interest in the CollateralSeries 2009-1 Note, or any right to make Advances or Swingline Advances Series 2009-1 Advance hereunder, or on any payment made hereunder, (bB) 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 reserve requirement, if any, included in the determination of Interestthe Adjusted Eurodollar Rate), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Affected Party or (cC) impose any other condition affecting the security interest in the Collateral Granted to the Trustee for the benefit of the Secured Parties hereunder a Series 2009-1 Note or the Purchasers’ any Series 2009-1 Noteholder’s rights hereunder, the result of which is to increase the cost to any Affected Party of maintaining its investment in the Series 2009-1 Note or to reduce the amount of, or the rate of return on, any sum received or receivable by an Affected Party under this AgreementSupplement, then 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 Seller Issuer and/or the EXLP ABS Lessor 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 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, regulationApplicable Law, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, Applicable Law or directive or request from any central bank or other governmental authority or agency 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 adequacyadequacy and accounting pronouncements or interpretations of Accounting Research Bulletin No. 51, 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 the other Related Documents 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 (10) days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Seller Issuer and/or the EXLP ABS Lessor 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 clauses (a) or (b) of this Section 2.16Section, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances or Swingline Series 2009-1 Advances hereunder, then within ten (10) days after demand by such Affected Party, the Seller shall pay (or to the extent the Seller does not make such payment the Servicer Issuer shall pay) , or cause to be paid, to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts payable or paid by it. (d) In determining any amount provided for in this Section 2.16section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.16 section shall submit to the Seller Issuer and the Servicer Manager a written description as to such additional or increased cost or reduction and the calculation thereof, which written description shall be conclusive absent demonstrable error. (e) If the applicable Purchaser or Swingline Purchaser a Series 2009-1 Noteholder shall notify their respective Purchaser the Deal 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 Deal Agent shall in turn so notify the Seller and the ServicerIssuer, whereupon all Series 2009-1 Advances Outstanding of the affected Purchaser or Swingline Purchaser in respect of which Series 2009-1 Note Interest Payment accrues at the Alternative Adjusted Eurodollar Rate shall immediately be converted into Advances Outstanding a Series 2009-1 Advance in respect of which Interest interest accrues at the Base Rate. (f) Any amounts payable by the Issuer pursuant to this Section 207 are contingent upon the availability of funds to make such payment in accordance with the provisions of Section 302 hereof and, to the extent such funds are not available, shall not constitute a “Claim” (as defined in Section 101(5) of the Bankruptcy Code) against the Issuer in any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings involving the Issuer in the event that such amounts are not paid in accordance with Section 302 of this Supplement.

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 or (ii) the compliance by a Purchaser or any Affiliate thereof (each of which, an "Affected Party Party") with any guideline or request from any central bank or other Governmental Authority governmental agency or authority (whether or not having the force of law), (A) shall (a) subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected Party), duty or other charge with respect to any ownership interest in the Collateralan Asset Interest, or any right to make Advances or Swingline Advances Purchases hereunder, or on any payment made hereunder, hereunder or (bB) shall 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 reserve requirement, if any, included in the determination of InterestYield), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Affected Party or (cC) shall impose any other condition affecting the security interest in the Collateral Granted to the Trustee for the benefit of the Secured Parties hereunder an Asset Interest or the Purchasers’ a Purchaser's rights hereunder, the result of which is to increase the cost to any Affected Party 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 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 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 (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 2.16, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support 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 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 amounts payable or paid by it. (d) In determining any amount provided for in this Section 2.16, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.16 shall submit to the Seller and the Servicer a written description as to such additional or increased cost or reduction and the calculation thereof, which 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 and the Servicer, whereupon all Advances Outstanding of the affected Purchaser or Swingline 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 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 or (ii) the compliance by a Purchaser or any Affiliate thereof (each of which, an "Affected Party Party") with any guideline or request from any central bank or other Governmental Authority governmental agency or authority (whether or not having the force of law), shall (a) shall subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected Party), duty or other charge with respect to any ownership interest in the Collateralan Asset Interest, or any right to make Advances or Swingline Advances Purchases hereunder, or on any payment made hereunder, hereunder or (b) shall 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 reserve requirement, if any, included in the determination of InterestYield), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Affected Party or (c) shall impose any other condition affecting the security interest in the Collateral Granted to the Trustee for the benefit of the Secured Parties hereunder an Asset Interest or the Purchasers’ a Purchaser's rights hereunder, the result of which is to increase the cost to any Affected Party 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 statement setting forth the basis 35 41 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 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 (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 clauses (a) or (b) of this Section 2.16section, and not in duplication of any payments made under those clauses, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances or Swingline Advances Purchases hereunder, then within ten days after demand by such Affected Party, the 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 amounts payable or paid by it. (d) In determining any amount provided for in this Section 2.16section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.16 section shall submit to the Seller and the Servicer a written description certificate as to such additional or increased cost or reduction and the calculation thereofreduction, which written description certificate shall be conclusive absent demonstrable error. (e) If the applicable Purchaser or Swingline a Purchaser shall notify their respective Purchaser the Deal 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 Deal Agent shall in turn so notify the Seller and the ServicerSeller, whereupon all Advances Outstanding of the affected Purchaser or Swingline Purchaser Capital in respect of which Interest Yield accrues at the Alternative Adjusted Eurodollar Rate shall immediately be converted into Advances Outstanding Capital in respect of which Interest 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 law or regulation or (ii) the compliance by an any Affected Party with any guideline or request from any central bank or other Governmental Authority governmental agency or authority (whether or not having the force of law), (A) shall (a) subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected Party), duty or other charge with respect respect, directly or indirectly, to any ownership interest in the CollateralAsset Interest, or to any right or obligations to make Advances or Swingline Advances hereunder, fund Purchases hereunder or on to any payment made hereunder, under any Transaction Document or (bB) shall 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 reserve requirement, if any, included in the determination of InterestYield), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Affected Party or (cC) shall impose any other condition affecting the security interest in the Collateral Granted to the Trustee for the benefit of the Secured Parties hereunder any Asset Interest or the Purchasers’ any Affected Party's rights hereunderunder any Transaction Document, the result of which is to increase the cost to any Affected Party or to reduce the amount of any sum received or receivable by an Affected Party under this Agreementany Transaction Document (or other credit support agreement), then 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 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 (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 clauses (a) or (b) of this Section 2.16above, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances or Swingline Advances Purchases hereunder, then within ten days after demand by such Affected Party, the 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 amounts payable or paid by it. (d) In determining any amount provided for in this Section 2.16section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.16 2.14 shall submit to the Seller and the Servicer a written description certificate as to such additional or increased cost or reduction and the calculation thereofreduction, which written description certificate shall be conclusive absent demonstrable error. (e) If the applicable Purchaser or Swingline Purchaser any Liquidity Bank shall notify their respective Purchaser Agent (or, in the case of the Swingline Purchaser, the Administrative Agent) Administrator 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 Administrator shall in turn so notify the Seller and the ServicerSeller, whereupon all Advances Outstanding of the affected Purchaser or Swingline Purchaser Capital in respect of which Interest Yield accrues at the Alternative Eurodollar Rate shall immediately be converted into Advances Outstanding Capital in respect of which Interest Yield accrues at the Base Alternate Reference Rate. (f) Notwithstanding the foregoing, if any amounts required to be paid by the Seller pursuant to this Section 2.14 are paid pursuant to Section 2.9(b), then the Seller shall immediately deposit the amount so paid into the Collection Account for subsequent distribution in accordance with Section 2.9(b).

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 or (ii) the compliance by the Purchaser or any affiliate thereof (each of which, an "Affected Party Party") with any guideline or request from any central bank or other Governmental Authority governmental agency or authority (whether or not having the force of law), (A) shall (a) subject an Affected Party to any Tax tax (except for Taxes taxes on the overall net income of such Affected Party), duty or other charge with respect to any ownership interest in the CollateralPurchased Assets, or any right to make Advances or Swingline Advances Purchases hereunder, or on any payment made hereunder, hereunder or (bB) shall 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 reserve requirement, if any, included in the determination of InterestYield), special deposit or similar requirement against assets of, deposits with or for the amount account of, or credit extended by, any Affected Party or (cC) shall impose any other condition affecting the security interest in the Collateral Granted to the Trustee for the benefit of the Secured Parties hereunder Purchased Assets or the Purchasers’ Purchaser's rights hereunder, the result of which is to increase the cost to any Affected Party 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 statement setting forth the basis for such demand), the Seller 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 additional or increased cost incurred or such reduction sufferedsuffered to the extent such additional or increased costs or reduction are incurred or suffered in connection with the Purchased Assets, any right to make Purchases hereunder, any of the Purchaser's rights hereunder, or any payment made hereunder. The Purchaser 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 Purchaser to take any action which, in the opinion of the Purchaser, is unlawful or otherwise disadvantageous to the Purchaser. (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 (aSection 2.10(a) or (b) of this Section 2.162.10(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances or Swingline Advances Purchases hereunder, then within ten days after demand by such Affected Party, the 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 amounts payable or paid by it. (d) In determining any amount provided for in this Section 2.162.10, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.16 2.10 shall submit to the Seller and the Servicer a written description certificate as to such additional or increased cost or reduction and the calculation thereofreduction, which written description certificate shall be conclusive absent demonstrable error. (e) If the applicable Purchaser or Swingline Purchaser shall notify their respective Purchaser Agent (or, in the case . As of the Swingline Purchaserdate hereof, the Administrative Agent) Purchaser certifies that to the best of its knowledge, there is no event or circumstance that would lead the Purchaser to make 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 or Swingline 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 Rateclaim under this Section 2.10.

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 or (ii) the compliance by an Affected Party with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), shall (aA) subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected Party), duty or other charge with respect to any ownership interest in the CollateralAdvances made by it hereunder, or any right to make Advances or Swingline Advances the Funding hereunder, or on any payment made hereunder, (bB) 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 reserve requirement, if any, included in the determination of InterestYield), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Affected Party or (cC) impose any other condition affecting the security interest in the Collateral Granted to the Trustee for the benefit of the Secured Parties Advances made by it hereunder or the Purchasers’ a Lender's rights hereunder, the result of which is to increase the cost to any Affected Party 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 statement setting forth the basis for such demand), the Seller Borrower 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 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 Borrower 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 any interpretation of Interpretation Accounting Research Bulletin No. 46 51 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 an adoption, change, request or directive subject to this Section 2.162.13(b). (c) If as a result of any event or circumstance similar to those described in clause clauses (a) or (b) of this Section 2.16section, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances or Swingline the Advances hereunder, then within ten days after demand by such Affected Party, the Seller Borrower 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 amounts payable or paid by it. (d) In determining any amount provided for in this Section 2.16section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.16 section shall submit to the Seller and the Servicer Administrator a written description as to such additional or increased cost or reduction and the calculation thereof, which written description shall be conclusive absent demonstrable error. (e) If the applicable Purchaser or Swingline Purchaser a Lender shall notify their respective Purchaser the Deal 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 Deal Agent shall in turn so notify the Seller and the ServicerBorrower, whereupon all Advances Outstanding of the affected Purchaser or Swingline Purchaser Capital in respect of which Interest Yield accrues at the Alternative Adjusted Eurodollar Rate shall immediately be converted into Advances Outstanding Capital in respect of which Interest 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 law or regulation or (ii) the compliance by an Affected Party with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), shall (aA) subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected Party), duty or other charge with respect to any ownership interest in the CollateralClass A Note, or any right to make Advances or Swingline Advances Class A Advance hereunder, or on any payment made hereunder, (bB) 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 reserve requirement, if any, included in the determination of Interestthe Adjusted Eurodollar Rate), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Affected Party or (cC) impose any other condition affecting the security interest in the Collateral Granted to the Trustee for the benefit of the Secured Parties hereunder a Series 2001-1 Note or the Purchasers’ any Series 2001-1 Noteholder's rights hereunder, the result of which is to increase the cost to any Affected Party 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 statement setting forth the basis for such demand), the Seller Issuer 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 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 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 Seller Issuer 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 clauses (a) or (b) of this Section 2.16section, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances or Swingline Advances Purchases hereunder, then within ten days after demand by such Affected Party, the 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 amounts payable or paid by it. (d) In determining any amount provided for in this Section 2.16section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.16 section shall submit to the Seller Issuer and the Servicer Manager a written description as to such additional or increased cost or reduction and the calculation thereof, which written description shall be conclusive absent demonstrable error. (e) If the applicable Purchaser or Swingline Purchaser a Liquidity Bank shall notify their respective Purchaser the Deal 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 Deal Agent shall in turn so notify the Seller and the ServicerIssuer, whereupon all Class A Advances Outstanding of the affected Purchaser or Swingline Purchaser in respect of which Class A Note Interest Payment accrues at the Alternative Adjusted Eurodollar Rate shall immediately be converted into Advances Outstanding a Class A Advance in respect of which Interest interest accrues at the Base Rate. (f) Any amounts payable by the Issuer pursuant to this Section 207 shall be paid in accordance with the provisions of Section 302 hereof and shall not constitute a claim against the Issuer or the Collateral in the event that such amounts are not paid in accordance with Section 302 of this Supplement. ARTICLE III Series 2001-1

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 regulation, or (ii) the compliance by an Affected Party with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law)) shall without duplication of amounts under Section 2.14, shall (a1) subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected Party), duty or other charge with respect to any ownership interest in the Purchased Items or the Pledged Collateral, or any right to make Advances or Swingline Advances enter into Transactions hereunder, or on any payment made hereunderhereunder or under the other Repurchase Documents, (b2) 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 reserve requirement, if any, included in the determination of Interestthe Price Differential), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Affected Party or (c3) impose any other condition affecting the security ownership interest in the Collateral Granted Purchased Items conveyed to the Trustee for Purchaser hereunder, the benefit of the Secured Parties Pledged Collateral or any Affected Party’s rights hereunder or under the Purchasers’ rights hereunderother Repurchase Documents, the result of which is to increase the cost to any Affected Party or to reduce the amount of any sum received or receivable by an Affected Party under this AgreementAgreement and the other Repurchase Documents, then 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 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 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 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 the other Repurchase Documents 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 (10) 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 2.16, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support 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 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 amounts payable or paid by it. (d) In determining any amount provided for in this Section 2.162.13, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.16 2.13 shall submit to the Seller and the Servicer a written description as to such additional or increased cost or reduction and the calculation thereof, which written description shall be conclusive absent demonstrable error. (d) To the extent possible, the Purchaser will use its best efforts to give thirty (30) days notice to the Seller that there will be Increased Costs incurred under this Section 2.13. (e) If Without prejudice to the applicable Purchaser or Swingline Purchaser shall notify their respective Purchaser Agent (or, in the case survival of any other agreement of the Swingline PurchaserSeller hereunder, the Administrative Agent) that a Eurodollar Disruption Event as described in clause (a) agreements and obligations of the definition Seller contained in this Section 2.13 shall survive the termination 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 or Swingline 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 Ratethis Agreement.

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 or (ii) the compliance by an Affected Party with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), shall (aA) subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected Party), duty or other charge with respect to any ownership interest in the CollateralAdvance made by it hereunder, or any right to make Advances or Swingline Advances the Funding hereunder, or on any payment made hereunder, (bB) 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 reserve requirement, if any, included in the determination of InterestYield), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Affected Party or (cC) impose any other condition affecting the security interest in the Collateral Granted to the Trustee for the benefit of the Secured Parties Advance made by it hereunder or the Purchasers’ a Xxxxxx’s rights hereunder, the result of which is to increase the cost to any Affected Party 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 statement setting forth the basis for such demand), the Seller 50 Borrower 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 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 Borrower 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 any interpretation of Interpretation Accounting Research Bulletin No. 46 51 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 an adoption, change, request or directive subject to this Section 2.16subsection 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 2.16section, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances or Swingline Advances the Advance hereunder, then within ten days after demand by such Affected Party, the Seller Borrower 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 amounts payable or paid by it. (d) In determining any amount provided for in this Section 2.16section, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.16 section shall submit to the Seller and the Servicer a written description as to such additional or increased cost or reduction and the calculation thereof, which 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 and the Servicer, whereupon all Advances Outstanding of the affected Purchaser or Swingline 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 If, after the Closing Date, 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 or (ii) the compliance by any Lender or any Affiliate of a Lender (each, an "Affected Party Party") with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), shall (aA) subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected Party), duty or other charge with respect to any ownership interest in the Collateral, or any right to make Advances or Swingline Advances a Loan hereunder, or on any payment made hereunder, (bB) 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 reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Affected Party or (cC) impose any other condition affecting the security interest in the Collateral Granted to the Trustee for the benefit of the Secured Parties hereunder a Loan or the Purchasers’ a Lender's rights hereunder, the result of which is to increase the cost to any Affected Party 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 statement setting forth the basis for such demand), the Seller Recco 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 additional or increased cost incurred or such reduction suffered. (b) If If, after the Closing Date, either (i) the introduction of or any change in or in the interpretation of any lawApplicable Law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any lawApplicable Law, guideline, rule, regulation, directive or request from any central bank or other governmental authority 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 Seller Recco 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 any interpretation of Interpretation Accounting Research Bulletin No. 46 51 by the Financial Accounting Standards Board (or any other change in an accounting standards rule or guideline under the issuance Generally Accepted Accounting Principles 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, country applicable to such event Affected Party) shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under an adoption, change, request or directive subject to this Section 2.162.17(b). (c) If as a result of any event or circumstance similar to those described in clause clauses (a) or (b) of this Section 2.16Section, any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of Advances or Swingline Advances a Conduit Lender hereunder, then within ten (10) days after demand by such Affected Party, the Seller Recco 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 amounts payable or paid by it. (d) In determining any amount provided for in this Section 2.162.17, the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.16 shall submit to the Seller and the Servicer Recco a written description as to such additional or increased cost or reduction and the calculation thereof, which written description shall be conclusive absent demonstrable error. (e) If the applicable Purchaser or Swingline Purchaser a Lender shall notify their respective Purchaser its Group 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 such Group Agent shall in turn so notify the Seller and the ServicerRecco, whereupon all Advances Outstanding of the affected Purchaser or Swingline Purchaser Loans in respect of which Interest interest accrues at the Alternative Adjusted Eurodollar Rate shall immediately be converted into Advances Outstanding Loans in respect of which Interest interest accrues at the Base RateRate for such Lender's Lending Group. (f) Notwithstanding anything to the contrary contained in this Section 2.17, amounts required to be paid by Recco pursuant to this Section 2.17 shall not constitute a claim against Recco to the extent Recco does not have sufficient funds to make payment thereof (it being understood that funds of Recco available for such purpose shall be limited to amounts distributed to Recco pursuant to the Security Agreement).