Common use of Increased Costs Capital Adequacy Clause in Contracts

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of LIBOR Rate Advances or Agreed Rate Advances based on the LIBOR Rate, included in the LIBOR Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Fixed Rate Advances, then the Borrower shall from time to time, upon demand by such Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. (b) If any Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Bank or any corporation controlling such Bank and that the amount of such capital is increased by or based upon the existence of such Bank's Commitments to lend hereunder and other commitments of this type, then, upon demand by such Bank (with a copy of such demand to the Agent), the Borrower shall immediately pay to the Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank or such corporation in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's Commitment to lend hereunder. (c) A certificate as to amounts required to be paid under this Section 3.01 submitted to the Borrower and the Agent by such Bank and setting forth in reasonable detail the amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs Capital Adequacy. (a) If, due to either (i) after the introduction of or Closing Date, a Bank shall reasonably determine that any change (other than any change by way of imposition in applicable laws, rules or increase of reserve requirements, in the case of LIBOR Rate Advances or Agreed Rate Advances based on the LIBOR Rate, included in the LIBOR Rate Reserve Percentage) in regulations or in the interpretation of or administration thereof by any law Governmental Authority charged with the interpretation or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority administration thereof (whether or not having the force of law): (i) shall change the basis of taxation to such Bank of any amounts payable by the Company under this Agreement (other than taxes imposed on or measured by the overall income of such Bank in the jurisdiction in which such Bank has its principal office), there or (ii) shall be impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, such Bank with respect to this Agreement or any Note, or (iii) shall impose any other condition with respect to this Agreement or any Note, 34 and the result of any of the foregoing is to increase in the cost to such Bank or to reduce the amount of any sum receivable by such Bank of agreeing with respect to make or making, funding making or maintaining Fixed any CD Rate AdvancesLoan or LIBOR Loan by an amount reasonably deemed by such Bank to be material, then the Borrower Company shall from time to time, upon written demand by such Bank (with a copy of such demand to the Agent)Bank, pay to the Agent for the account of such Bank additional amounts sufficient to compensate such Bank for any such increased costcost or reduced sum receivable to the extent resulting from outstanding CD Rate Loans or LIBOR Loans and not compensated in connection with the computation of the CD Rate or LIBOR (as applicable). (b) If any Bank determines shall have determined that compliance with (i) the introduction of any law Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or regulation or administration of any guideline or request from Capital Adequacy Regulation by any central bank or other governmental authority Governmental Authority charged with the interpretation or administration thereof, or (whether iv) compliance by such Bank (or not having the force of lawits Lending Office) with any such change in Capital Adequacy Regulations, affects or would affect the amount of capital required or expected to be maintained by such Bank or any corporation controlling and (taking into consideration such Bank Bank's policies with respect to capital adequacy and such Bank's desired return on capital) determines that the amount of such capital is increased by an amount deemed material by such Bank as a consequence of its Commitment, Loans (other than Reference Rate Loans) or based upon the existence of such Bank's Commitments to lend hereunder and other commitments of obligations under this typeAgreement, then, upon demand by of such Bank (with a copy of such demand to the Company through the Agent), the Borrower Company shall immediately pay to the Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate for such Bank or such corporation in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's Commitment to lend hereunderincrease. (c) A certificate as to amounts required to be paid Upon receipt of notice from any Bank of a claim for compensation under this Section 3.01 submitted 3.03, the Company shall be afforded ninety (90) days to find a replacement financial institution reasonably acceptable to the Borrower Documentation Agent and, if an acceptable replacement financial institution is available such replacement institution will purchase such Bank's Loans and Commitment and other interests under the Agent Loan Documents in accordance with Section 10.08 or such Bank will withdraw such request for payment. (d) A detailed statement as to the amount of such increased cost or reduced sum receivable, along with documentation supporting the payment of such amount under this subsection, shall be prepared by such Bank and setting forth in reasonable detail submitted to the amount Company (with a copy to the Documentation Agent) with such Bank's written demand. Such Bank's statement of such increased cost or amounts to be paid to it hereunder reduced sum receivable shall be conclusive and binding for all purposes, prima facie evidence of such increased cost or reduced sum absent manifest error.

Increased Costs Capital Adequacy. (a) If, after the date hereof due to either (i) the introduction of or any change in or to the interpretation of any law or regulation by the governmental authority that promulgated or administers compliance with such law or regulation (other than laws or regulations with respect to income taxes or any change by way of imposition or increase of reserve requirements, in the case of LIBOR Rate Advances or Agreed Rate Advances based on the LIBOR Rate, requirements included in the LIBOR Rate Eurodollar Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority or similar agency (whether or not having the force of law), and taking into account the obligations of the Liquidity Banks under the Liquidity Agreements and otherwise in connection with any Purchaser’s or ING’s asset-supported financing business, any reserve or deposit or similar requirement shall be imposed, modified or deemed applicable or, any basis of taxation shall be changed or any other condition shall be imposed, and there shall be any increase in the cost to any Bank Purchaser (either directly or indirectly through any increase in the costs to the applicable Liquidity Banks) or ING of making, funding, or maintaining Receivables Purchases or in the cost to any Purchaser or ING of agreeing to make make, fund, or making, funding maintain Receivables Purchases (including the reduction of any sum received or maintaining Fixed Rate AdvancesReceivable hereunder), then the Borrower Seller shall from time to time, upon demand by such Bank Purchaser or ING (with a copy as applicable) by the submission of such demand to the Agent)certificate described below, pay to the Agent for the account of such Bank Purchaser or ING (as applicable) additional amounts sufficient to compensate such Bank Purchaser or ING (as applicable) for such increased cost. A certificate setting forth in reasonable detail the amount of such increased cost submitted to the Seller by such Purchaser or ING (as applicable) shall be conclusive and binding for all purposes, absent manifest error. (b) If any Purchaser, ING or any Liquidity Bank determines that compliance with any law or regulation or any guideline or request or any written interpretation from any central bank or other governmental authority or similar agency (whether or not having the force of law) which is introduced, implemented or received by such Purchaser, ING or such Liquidity Bank after the date hereof, affects or would affect capital adequacy or the amount of capital required or expected to be maintained by such Purchaser, ING or such Liquidity Bank or any corporation or other entity controlling such Purchaser, ING or such Liquidity Bank and that the amount of such capital is increased by or based upon the Receivables Purchases made by such Purchaser hereunder or the existence of this Receivables Purchase Agreement, the ING Purchase Agreement or upon any advances or purchases to any such Purchaser by any such Liquidity Bank pursuant to the applicable Liquidity Agreements or such Liquidity Bank's Commitments ’s commitment to lend hereunder under the applicable Liquidity Agreements and other commitments of this that type, or has or would have the effect of reducing the rate of return on capital, then, upon demand by such Bank (with a copy Purchaser or ING by the submission of such demand to the Agent)certificate described below, the Borrower Seller shall immediately pay to the Agent for the account of such BankPurchaser or ING (as applicable), from time to time as specified by such BankPurchaser or ING (as applicable), additional amounts sufficient to compensate such Bank Purchaser or ING (as applicable) or such corporation or other entity in the light of such circumstances, to the extent that such Bank Purchaser or ING (as applicable) reasonably determines such increase in capital to be allocable to the Receivables Purchases or the existence of this Receivables Purchase Agreement or the ING Purchase Agreement or to the extent that Such Purchaser owes compensation to a Liquidity Bank in respect of or on account of such Bank's Commitment to lend hereunder. (c) events. A certificate as to amounts required to be paid under this Section 3.01 submitted to the Borrower and the Agent by such Bank and setting forth in reasonable detail such amounts submitted to the amount Seller by such Purchaser or amounts to be paid to it hereunder ING (as applicable) shall be conclusive and binding for all purposes, absent manifest error. (c) In the event that any Purchaser requests compensation for increased costs on behalf of any Liquidity Bank under this Section 2.08 and such increased costs are not being requested by such Purchaser’s other Liquidity Banks generally or, if only one Liquidity Bank exists for such Purchaser, by such Purchaser’s liquidity banks for similar transactions, then such Purchaser shall, promptly following identification by the Seller of an “Eligible Assignee” (or such similar term as defined in the applicable Liquidity Agreement) willing to accept such commitment, cause the Liquidity Bank requesting such increased costs to assign its outstanding advances, purchases and other interests and commitments under the Liquidity Agreement to such “Eligible Assignee,” subject to the terms and conditions of the applicable Liquidity Agreement (including without limitation Section 8.06(g) of the Liquidity Agreement, if applicable).

Increased Costs Capital Adequacy. (a) If, due to either (i) In the introduction event that after the date hereof the implementation of or any change in any law or regulation, or any guideline or directive (whether or not having the force of law) or the interpretation or administration thereof, in each case by any court, central bank or administrative or governmental authority charged with the administration thereof shall: (i) subject any Bank to any tax of any kind with respect to this Agreement or its Advances or the transactions contemplated hereby or shall change the basis of taxation of such Bank (other than a change in the rate of tax on the overall net income of such Bank); or (ii) impose, modify or deem applicable any reserve, special deposit, capital adequacy or similar requirement (other than, in the case of Eurodollar Rate Advances, any change by way of imposition or increase of reserve requirements, in the case of LIBOR Rate Advances or Agreed Rate Advances based on the LIBOR Rate, included in the LIBOR Rate Reserve Percentage); or (iii) in or impose on such Bank any other condition; and as a result of any of the foregoing, in the interpretation sole opinion of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law)such Bank, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Fixed Eurodollar Rate Advances, then the Borrower Company shall from time to time, upon demand by such Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. (b) If any Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected . A certificate as to be maintained by such Bank or any corporation controlling such Bank and that the amount of such capital is increased by or based upon the existence of such Bank's Commitments to lend hereunder and other commitments of this typecost, then, upon demand by such Bank (with a copy of such demand submitted to the Agent), Company and the Borrower shall immediately pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank or such corporation in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's Commitment to lend hereunder. (c) A certificate as to amounts required to be paid under this Section 3.01 submitted to the Borrower and the Agent by such Bank and setting forth in reasonable detail the amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes, absent manifest error. (b) In the event that the application of any existing law, rule, regulation or the interpretation thereof by any court, central bank or governmental authority or any adoption of or change in any applicable law, rule or regulation or the interpretation thereof by any court or governmental authority or the compliance by any Bank with any request, guideline, order or directive of any court, central bank or governmental authority, in each case whether or not having the force of law, or the introduction of any such new laws, rules or regulations (including, without

Increased Costs Capital Adequacy. (a) IfSubject to the provisions of subsection 2.11(c) and Section 2.12, if, at any time after the Closing Date, due to either (i) the introduction of of, or any change (other than any change by way of imposition or increase of reserve requirements) in, in the case of LIBOR Rate Advances law, rule, or Agreed Rate Advances based on the LIBOR Rate, included in the LIBOR Rate Reserve Percentage) in regulation or in the interpretation of any law or regulation administration thereof (a "Change"); or (ii) the compliance with any guideline or request from any central bank or other governmental authority or quasi-governmental authority exercising control over banks or financial institutions (whether or not having the force of law) ("Required Compliance"), there shall be any increase in the cost to any Bank has incurred increased costs with respect to (or suffered a reduction of agreeing to make or any amount receivable in respect of) making, funding or maintaining Fixed CD Rate AdvancesLoans or LIBOR Rate Loans, then the Borrower shall from time to timethen, upon demand by such Bank to the relevant Borrower explaining in reasonable detail such circumstances and increased costs or reduced amount (with a copy of such demand to the Agent), such Borrower shall, pursuant to Section 2.11(d), pay to the Agent for the account of such Bank such additional amounts as shall be sufficient to compensate such Bank for such increased costcost (or reduction in the amount of any sum receivable) to be thereafter incurred by such Bank. In determining such additional amounts, each such Bank agrees to act reasonably and in good faith. (b) If Subject to the provisions of subsection 2.11(c) and Section 2.12, if any Bank determines that compliance any Change or Required Compliance applicable to it does, or shall have, the effect of reducing the rate of return on such Bank s capital as a consequence of its obligations hereunder to a level below that which such Bank would have achieved but for such Change or Required Compliance (taking into consideration such Bank s policies with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of lawrespect to capital adequacy) affects or would affect the by an amount of capital required or expected to be maintained reasonably deemed by such Bank or any corporation controlling such Bank and that the amount of such capital is increased by or based upon the existence of such Bank's Commitments to lend hereunder and other commitments of this typebe material, then, upon demand by such Bank to each relevant Borrower explaining such circumstances and increased costs in reasonable detail (with a copy of such demand to the Agent), the Borrower shall immediately such relevant Borrowers shall, pursuant to Section 2.11(d), pay to the Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank or such corporation in the light of such circumstancescircumstances for any such reduction to be thereafter suffered by such Bank. In determining such additional amounts, to the extent that each such Bank agrees to act reasonably determines and in good faith to allocate all increases resulting from any such increase in capital to be allocable to the existence of such Bank's Commitment to lend hereunderadequacy requirement on a fair and reasonable basis. (c) A certificate as to amounts required to be paid under The foregoing provisions of this Section 3.01 submitted 2.11 notwithstanding, no Bank shall be entitled to claim any additional compensation unless (i) such Bank is also generally claiming such additional compensation from its customers which are similar to the Borrowers as a result of circumstances similar to the circumstances which have resulted in such Bank's claiming additional compensation pursuant hereto, and (ii) other banks and financial institutions in the same class as such Bank have generally claimed or are generally claiming compensation from their respective customers as a result of the circumstances resulting in such Bank s claiming additional compensation hereunder. (d) Each Bank will notify each relevant Borrower and the Agent by of any event occurring after the Closing Date which will entitle such Bank to compensation pursuant to subsections 2.11(a) or 2.11(b), as promptly as practical after such Bank becomes aware thereof and determines to request compensation pursuant to this Section 2.11. Such notice shall be accompanied by a certificate of such Bank submitted to Borrowers and the Agent, setting forth in reasonable detail the amount or amounts necessary to compensate such Bank as specified in subsections 2.11(a) or 2.11(b) and setting forth the basis for the determination of such additional amount or amounts. No Bank shall claim compensation pursuant to this Section 2.11 for any period prior to the date of the postal mark xxxwn on the envelope in which such certificate is placed in the United States mail or, if such certificate is delivered by hand, the date shown on the receipt for such delivery. Each Borrower required pursuant to this subsection 2.11 (d) to pay additional amounts shall pay to such Bank the amounts due pursuant to this subsection 2.11(d) within ten Business Days after its receipt of such notice. (e) In the event any Bank shall seek compensation pursuant to this Section 2.11 at any time other than during the existence and continuation of an Event of Default, Borrowers shall have the right to replace each such Bank as a Bank hereunder by giving notice to such Bank (with a copy to the Agent) that it wishes to seek one or more financial institutions (which may be one or more of the Banks) to assume the Loan Commitment of such Bank and to purchase its outstanding Loans and its Notes and Loan Commitment, without recourse or warranty by, or expense to, such Bank, for a purchase price equal to the outstanding principal amount of the Loans payable to such Bank, plus any accrued unpaid interest on such Loans, plus any accrued, unpaid facility fees pursuant to Section 3.01 and any other amounts owing to such Bank hereunder, and upon such purchase, the purchasing bank shall become a Bank for purposes of this Agreement and the selling Bank shall cease to be paid a Bank hereunder; provided, however, that the Borrowers will (i) pay to the selling Bank any other amounts then due and payable to such Bank hereunder, and (ii) pay reasonably required amounts to compensate such Bank for its reasonable out-of-pocket costs or expenses incurred by such Bank to effect such sale, and provided, further that in the event the purchasing bank is not rated at least "A" (or a comparable rating if the rating system changes) by S&P or "A2" (or a comparable rating if the rating system changes) by Moodx'x, xxe Agent shall have consented to such purchasing bank, which consent shall not be unreasonably withheld or delayed. Each Bank hereby agrees that upon Borrowers' notifying it that Borrowers have elected to replace it as a Bank hereunder and upon receipt of the amounts required pursuant to this Section 2.11, it shall be conclusive promptly transfer and binding for all purposesassign its Loan Commitment, absent manifest errorLoans, Notes and interest in this Agreement and the other Credit Documents to any such financial institution or institutions pursuant, and subject, to the conditions contained in this Section and Section 11.03.

Increased Costs Capital Adequacy. (a) IfIf (i) Regulation D of the Federal Reserve Board, or (ii) after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency issued after the date hereof, (A) shall subject such Bank to any tax, duty or other charge with respect to Loans that are then Eurodollar Rate Loans or CD Rate Loans, the Note issued to such Bank, such Bank's obligation to maintain any such Loan, or shall change the basis of taxation of payments to such Bank of the principal of or interest on any such Loan or any other amounts due under this Agreement in respect of any such Loan or such Bank's obligation to maintain any such Loan (except for changes in the rate of tax on the overall income of such Bank imposed by any governmental authority); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Federal Reserve Board but excluding, if the Loans are then Eurodollar Rate Loans, any reserve prescribed by the Federal Reserve Board included in the determination of LIBOR), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, such Bank; and the result of any of the foregoing is to increase the cost to such Bank of maintaining its Loan, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Note with respect thereto, then within 30 days after demand by such Bank (which demand shall be accompanied by a statement setting forth in reasonable detail the basis of such demand), the Company shall pay directly to such Bank such additional amount or amounts as will compensate such Bank for such increased costs or such reduction, provided, however, that any such amount or amounts payable by the Company shall not exceed the increased costs or amount of reduction of such Bank in direct proportion to its Loan. (b) If either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of LIBOR Rate Advances or Agreed Rate Advances based on the LIBOR Rate, included in the LIBOR Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance by a Bank with any new guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Fixed Rate Advances, then the Borrower shall from time to time, upon demand by such Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. (b) If any Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Bank or any corporation controlling such Bank and that the amount of such capital is increased by or based upon the existence of such Bank's Commitments commitment to lend hereunder and other commitments of this typemaintain its Loan hereunder, then, upon within 30 days after demand by such Bank (with a copy which demand shall set forth in reasonable detail the basis of such demand to the Agentdemand), the Borrower Company shall immediately pay directly to the Agent for the account of such Bank, from time to time as reasonably specified by such Bank, additional amounts sufficient to compensate such Bank or such corporation in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's Commitment commitment to lend maintain its Loan hereunder. (c) A certificate as to , provided, however, that any such amount or amounts payable by the Company shall not exceed the increased amount of capital required to be paid under this Section 3.01 submitted to the Borrower and the Agent maintained by such Bank and setting forth allocable to its Loan in reasonable detail the amount or amounts direct proportion to be paid to it hereunder shall be conclusive and binding for all purposes, absent manifest errorits Loan.

Increased Costs Capital Adequacy. (a) If, after the date hereof due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of LIBOR Rate Advances or Agreed Rate Advances based on the LIBOR Rate, included in the LIBOR Rate Reserve Percentage) in or in to the interpretation of any law or regulation by the governmental authority that promulgated or administers compliance with such law or regulation (other than laws or regulations with respect to income taxes) or (ii) the compliance with any guideline or request from any central bank or other governmental authority or similar agency (whether or not having the force of law), and ING's asset-supported financing business, any reserve or deposit or similar requirement shall be imposed, modified or deemed applicable or, any basis of taxation shall be changed or any other condition shall be imposed, and there shall be any increase in the cost to any Bank ING of agreeing to make or making, funding or maintaining Fixed Rate AdvancesING Receivables Interest Purchases or in the cost to ING of agreeing to make, fund or maintain ING Receivables Interest Purchases, then the Borrower Seller shall from time to time, upon demand by such Bank (with a copy ING by the submission of such demand the certificate described below, but subject to the Agent)SECTION 5.01, pay to the Agent for the account of such Bank ING additional amounts sufficient to compensate such Bank ING for such increased cost. A certificate setting forth in reasonable detail the amount of such increased cost submitted to the Seller by ING (as applicable) shall be conclusive and binding for all purposes, absent manifest error. (b) If any Bank ING determines that compliance with any law or regulation or any guideline or request or any written interpretation from any central bank or other governmental authority or similar agency (whether or not having the force of law) which is introduced, implemented or received by ING after the date hereof, affects or would affect capital adequacy or the amount of capital required or expected to be maintained by such Bank ING or any corporation controlling such Bank ING and that the amount of such capital is increased by or based upon this ING Purchase Agreement or has or would have the existence effect of such Bank's Commitments to lend hereunder and other commitments reducing the rate of this typereturn on capital, then, upon demand by such Bank (with a copy ING by the submission of such demand to the Agent)certificate described below, the Borrower Seller shall immediately pay to the Agent for the account of such BankING, from time to time as specified by such BankING, additional amounts sufficient to compensate such Bank ING or such corporation in the light of such circumstances, to the extent that such Bank ING reasonably determines such increase in capital to be allocable to the ING Receivables Interest Purchases or the existence of this ING Purchase Agreement in respect of or on account of such Bank's Commitment to lend hereunder. (c) events. A certificate as to amounts required to be paid under this Section 3.01 submitted to the Borrower and the Agent by such Bank and setting forth in reasonable detail such amounts submitted to the amount or amounts to be paid to it hereunder Seller by ING shall be conclusive and binding for all purposes, absent manifest error. (c) All amounts payable pursuant to this SECTION 2.07 shall be subject to the provisions of SECTION 5.01.

Increased Costs Capital Adequacy. (a) If, due --------------------------------- to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of LIBOR Rate Advances or Agreed Rate Advances based on the LIBOR RateAdvances, included in the LIBOR Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Fixed LIBOR Rate AdvancesAdvances (without duplication of payments made under Section 3.05 or any other provision of this Agreement), then the Borrower shall from time to time, upon demand by such Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that the Borrower shall only be liable for such additional costs incurred by such Bank for the period commencing thirty (30) days after the date of notice from such Bank to the Borrower of such additional amounts; and provided further, that subject to Section 2.10, the Borrower may elect to convert outstanding LIBOR Rate Advances into Effective Federal Funds Rate Advances in accordance with Section 2.09. (b) If any Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority authority, enacted after the date of this Agreement, or any new interpretation of an existing law, regulation, guideline or request (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Bank or any corporation controlling such Bank and that the amount of such capital is increased by or based upon the existence of such Bank's Commitments Commitment to lend hereunder and other commitments of this type, or its Letter of Credit Commitment, then, upon demand by such Bank (with a copy of such demand to the Agent), the Borrower shall immediately pay to the Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank or such corporation in the light of such circumstances, to circumstances for such increased capital requirement; provided that the extent that Borrower shall only be liable for such additional costs incurred by such Bank reasonably determines for the period commencing thirty (30) days after the date of notice from such increase in capital to be allocable to the existence of such Bank's Commitment to lend hereunder. (c) A certificate as to amounts required to be paid under this Section 3.01 submitted Bank to the Borrower of such additional amounts; and provided further, that subject to Section 2.10, the Agent by such Bank and setting forth Borrower may elect to convert outstanding LIBOR Rate Advances into Effective Federal Funds Rate Advances in reasonable detail the amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes, absent manifest erroraccordance with Section 2.09.

Increased Costs Capital Adequacy. (a) IfIf the adoption or effectiveness, due to either (i) after the introduction date hereof, of any applicable law, rule or regulation, or any change (other than therein, or any change by way of imposition or increase of reserve requirements, in the case of LIBOR Rate Advances or Agreed Rate Advances based on the LIBOR Rate, included in the LIBOR Rate Reserve Percentage) in or in the interpretation of or administration thereof by any law or regulation or (ii) the compliance with any guideline or request from any governmental authority, central bank or other governmental authority (whether comparable agency charged with the interpretation or not having administration thereof, or compliance by the force of law), there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Fixed Rate Advances, then the Borrower shall from time to time, upon demand by such Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. (b) If any Bank determines that compliance with any law request or regulation or any guideline or request from any central bank or other governmental authority directive (whether or not having the force of law) affects of any such authority, central bank or would affect comparable agency: (i) shall subject the Bank to any Imposition or other charge with respect to any LIBOR Loan or its obligation to make LIBOR Loans, or shall change the basis of taxation of payments to the Bank of the principal of or interest on any LIBOR Loan or any other amounts due under this Agreement in respect of any LIBOR Loan or the Bank's obligation to make LIBOR Loans (except for changes in the rate of taxation on the overall net income of the Bank imposed by the jurisdiction in which the Bank's Principal Office is located); or (ii) shall impose, modify or deem applicable any reserve, special deposit, deposit insurance or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement already included in the applicable Reserve Rate) against assets of, deposits with or for the account of, or credit extended by, the Bank or shall impose on the Bank or on the London interbank market any other condition affecting any LIBOR Loan or the Bank's obligation to make LIBOR Loans and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining any LIBOR Loan, or to reduce the amount of capital required any sum received or expected receivable by the Bank under this Agreement or under any Note with respect thereto, by an amount deemed by the Bank to be maintained by such Bank or any corporation controlling such Bank and that the amount of such capital is increased by or based upon the existence of such Bank's Commitments to lend hereunder and other commitments of this typematerial, then, upon demand by such the Bank (and receipt of a Bank Certificate from the Bank with a copy of such demand to the Agent)respect thereto, the Borrower shall pay forthwith to the Bank such additional amount or amounts as will compensate the Bank for such increased cost or reduction in receipts. (b) If the Bank shall have determined that the adoption, effectiveness or phase-in after the date hereof of any applicable law, rule or regulation regarding capital requirements for banks or bank holding companies, or any change therein after the date hereof, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive of such entity regarding capital adequacy (whether or not having the force of law) has or would have the effect of reducing the return on the Bank's capital with respect to its Commitment or any Loans (whether in respect of Floating Rate Loans or LIBOR Loans) to a level below that which the Bank could have achieved (taking into consideration the Bank's policies with respect to capital adequacy immediately before such adoption, effectiveness, phase-in, change or compliance and assuming that the Bank's capital was then fully utilized) by any amount deemed by the Bank to be material: (i) the Bank shall promptly after its determination of such occurrence give notice thereof to the Borrower; and (ii) the Borrower shall pay to the Agent for the account of such Bank, Bank as an additional fee from time to time on demand such amount as specified by such Bank, additional amounts sufficient to compensate such the Bank or such corporation in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital certifies to be allocable to the existence of amount that will compensate it for such Bank's Commitment to lend hereunder. (c) reduction. A certificate as to amounts required to be paid of the Bank claiming compensation under this Section 3.01 submitted shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the Borrower and the Agent by such Bank and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method by which such amounts were determined. In determining such amount, the Bank may use any reasonable averaging and attribution methods. (c) No failure on the part of the Bank to demand compensation on any one occasion shall be conclusive constitute a waiver of its right to demand such compensation on any other occasion and binding for all purposes, absent manifest errorno failure on the part of the Bank to deliver any Bank Certificate in a timely manner shall in any way reduce any obligation of the Borrower to the Bank under this Section 2.12.

Increased Costs Capital Adequacy. (a) If, due to either (i) -------------------------------- the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of LIBOR Rate Advances or Agreed Rate Advances based on the LIBOR RateAdvances, included in the LIBOR Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Fixed LIBOR Rate AdvancesAdvances (without duplication of payments made under Section 3.05 or any other provision of this Agreement), then the Borrower shall from time to time, upon demand by such Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost; provided that the Borrower shall only be liable for such additional costs incurred by such Bank for the period commencing thirty (30) days after the date of notice from such Bank to the Borrower of such additional amounts; and provided further, that subject to Section 2. 10, the Borrower may elect to convert outstanding LIBOR Rate Advances into Prime Rate Advances, in accordance with Section 2.09. (b) If any Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority authority, enacted after the date of this Agreement, or any new interpretation of an existing law, regulation, guideline or request (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Bank or any corporation controlling such Bank and that the amount of such capital is increased by or based upon the existence of such Bank's Commitments Commitment to lend hereunder and other commitments of this type, then, upon demand by such Bank (with a copy of such demand to the Agent), the Borrower shall immediately pay to the Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank or such corporation in the light of such circumstances, to circumstances for such increased capital requirement; provided that the extent that Borrower shall only be liable for such additional costs incurred by such Bank reasonably determines for the period commencing thirty (30) days after the date of notice from such increase in capital to be allocable to the existence of such Bank's Commitment to lend hereunder. (c) A certificate as to amounts required to be paid under this Section 3.01 submitted Bank to the Borrower of such additional amounts; and provided further, that subject to Section 2.10, the Agent by such Bank and setting forth Borrower may elect to convert outstanding LIBOR Rate Advances into Prime Rate Advances in reasonable detail the amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes, absent manifest erroraccordance with Section 2.09.

Increased Costs Capital Adequacy. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, in the case of LIBOR Rate Advances or Agreed Rate Advances based on the LIBOR Rate, requirements included in the LIBOR Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to of any Bank Lender of agreeing to make or making, funding or maintaining Fixed any Eurodollar Rate AdvancesLoans or Federal Funds Rate Loans, then the Borrower shall from time to time, upon demand by such Bank Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Bank Lender additional amounts sufficient to compensate such Bank Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If either (i) the introduction of, or any Bank determines that compliance with change in, any law or regulation or in the interpretation thereof, or (ii) compliance with any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Bank any Lender or any corporation controlling any Lender, and such Bank and Lender reasonably determines that the such amount of such capital is increased by or based upon the existence of such BankLender's Commitments commitment to lend hereunder and other commitments of this typetype including, without limitation, in respect of Letters of Credit, or similar contingent obligations, then, upon demand by such Bank Lender (with a copy of such demand to the Agent), the Borrower shall immediately pay to the Agent for the account of such BankLender, from time to time as specified by such BankLender, such additional amounts sufficient to compensate such Bank or such corporation Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such BankLender's Commitment to lend hereunder. or Loans and the issuance or maintenance of Letters of Credit (c) including Unpaid Reimbursement Obligations). A certificate as to such amounts required to be paid under this Section 3.01 submitted to the Borrower and the Agent by such Bank and setting forth in reasonable detail the amount or amounts to be paid to it hereunder Lender shall be conclusive and binding for all purposes, purposes absent manifest error.

Increased Costs Capital Adequacy. (a) If, after the date hereof due to either (i) the introduction of or any change in or to the interpretation of any law or regulation by the governmental authority that promulgated or administers compliance with such law or regulation (other than laws or regulations with respect to income taxes or any change by way of imposition or increase of reserve requirements, in the case of LIBOR Rate Advances or Agreed Rate Advances based on the LIBOR Rate, requirements included in the LIBOR Rate Eurodollar Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority or similar agency (whether or not having the force of law), and taking into account the obligations of the Liquidity Banks under the Liquidity Agreement and otherwise in connection with Triple-A's or ING's asset-supported financing business, any reserve or deposit or similar requirement shall be imposed, modified or deemed applicable or, any basis of taxation shall be changed or any other condition shall be imposed, and there shall be any increase in the cost to Triple-A (either directly or indirectly through any Bank increase in the costs to the Liquidity Banks) or ING of making, funding, or maintaining Receivables Purchases or in the cost to Triple-A or ING of agreeing to make make, fund, or making, funding maintain Receivables Purchases (including the reduction of any sum received or maintaining Fixed Rate AdvancesReceivable hereunder), then the Borrower Seller shall from time to time, upon demand by such Bank Triple-A or ING (with a copy as applicable) by the submission of such demand to the Agent)certificate described below, pay to the Agent for the account of such Bank Triple-A or ING (as applicable) additional amounts sufficient to compensate such Bank Triple-A or ING (as applicable) for such increased cost. A certificate setting forth in reasonable detail the amount of such increased cost submitted to the Seller by Triple-A or ING (as applicable) shall be conclusive and binding for all purposes, absent manifest error. (b) If Triple-A, ING or any Liquidity Bank determines that compliance with any law or regulation or any guideline or request or any written interpretation from any central bank or other governmental authority or similar agency (whether or not having the force of law) which is introduced, implemented or received by Triple-A, ING or such Liquidity Bank after the date hereof, affects or would affect capital adequacy or the amount of capital required or expected to be maintained by Triple-A, ING or such Liquidity Bank or any corporation controlling Triple-A, ING or such Liquidity Bank and that the amount of such capital is increased by or based upon the Triple-A Loans or the existence of this Triple-A Purchase Agreement, the ING Purchase Agreement or upon the Advances or such Liquidity Bank's Commitments commitment to lend hereunder under the Liquidity Agreement and other commitments of this that type, or has or would have the effect of reducing the rate of return on capital, then, upon demand by such Bank (with a copy Triple-A or ING by the submission of such demand to the Agent)certificate described below, the Borrower Seller shall immediately pay to the Agent for the account of such BankTriple-A or ING (as applicable), from time to time as specified by such BankTriple-A or ING (as applicable), additional amounts sufficient to compensate such Bank Triple-A or ING (as applicable) or such corporation in the light of such circumstances, to the extent that such Bank Triple-A or ING (as applicable) reasonably determines such increase in capital to be allocable to the Receivables Purchases or the existence of this Triple-A Purchase Agreement or the ING Purchase Agreement or to the extent that Triple-A owes compensation to a Liquidity Bank in respect of or on account of such Bank's Commitment to lend hereunder. (c) events. A certificate as to amounts required to be paid under this Section 3.01 submitted to the Borrower and the Agent by such Bank and setting forth in reasonable detail such amounts submitted to the amount Seller by Triple-A or amounts to be paid to it hereunder ING (as applicable) shall be conclusive and binding for all purposes, absent manifest error. (c) In the event that Triple-A requests compensation for increased costs on behalf of any Liquidity Bank under this SECTION 2.08 and such increased costs are not being requested by the other Liquidity Banks generally or, if only one Liquidity Bank exists, by Triple-A's liquidity providers for similar transactions, then Triple-A shall, promptly following identification by the Seller of an "Eligible Assignee" (as defined in the Liquidity Agreement) willing to accept such commitment, cause the Liquidity Bank requesting such increased costs to assign its outstanding Advances and commitments under the Liquidity Agreement to such Eligible Assignee, all as more particularly described in SECTION 8.06(g) of the Liquidity Agreement.

Increased Costs Capital Adequacy. (a) If, due to either (i) after the introduction of or Closing Date, a Bank shall reasonably determine that any change (other than any change by way of imposition in applicable laws, rules or increase of reserve requirements, in the case of LIBOR Rate Advances or Agreed Rate Advances based on the LIBOR Rate, included in the LIBOR Rate Reserve Percentage) in regulations or in the interpretation of or administration thereof by any law Governmental Authority charged with the interpretation or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority administration thereof (whether or not having the force of law): (i) shall change the basis of taxation to such Bank of any amounts payable by any Borrower under this Agreement (other than taxes imposed on or measured by the overall income of such Bank in the jurisdiction in which such Bank has its principal office), there or (ii) shall be impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, such Bank with respect to this Agreement or any Note, or (iii) shall impose any other condition with respect to this Agreement or any Note, and the result of any of the foregoing is to increase in the cost to such Bank or to reduce the amount of any sum receivable by such Bank of agreeing with respect to make or making, funding making or maintaining Fixed any CD Rate AdvancesLoan or LIBOR Loan by an amount reasonably deemed by such Bank to be material, then the such Borrower shall from time to time, upon written demand by such Bank (with a copy of such demand to the Agent)Bank, pay to the Agent for the account of such Bank additional amounts sufficient to compensate such Bank for any such increased costcost or reduced sum receivable to the extent resulting from outstanding CD Rate Loans or LIBOR Loans and not compensated in connection with the computation of the CD Rate or LIBOR (as applicable). (b) If any Bank determines shall have determined that compliance with (i) the introduction of any law Capital Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or regulation or administration any guideline or request from Capital Adequacy Regulation by any central bank or other governmental authority Governmental Authority charged with the interpretation or administration thereof, or (whether iv) compliance by such Bank (or not having the force of lawits Lending Office) with any such change in Capital Adequacy Regulations, affects or would affect the amount of capital required or expected to be maintained by such Bank or any corporation controlling and (taking into consideration such Bank Bank's policies with respect to capital adequacy and such Bank's desired return on capital) determines that the amount of such capital is increased by an amount deemed material by such Bank as a consequence of its Commitment, Loans (other than Reference Rate Loans) or based upon the existence of such Bank's Commitments to lend hereunder and other commitments of obligations under this typeAgreement, then, upon demand by of such Bank (with a copy of to such demand to Borrower through the Agent), the such Borrower shall immediately pay to the Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate for such Bank or such corporation in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's Commitment to lend hereunderincrease. (c) A certificate as to amounts required to be paid Upon receipt of notice from any Bank of a claim for compensation under this Section 3.01 submitted 3.3, the applicable Borrower(s) shall be afforded ninety (90) days to find a replacement financial institution reasonably acceptable to the Borrower Documentation Agent and, if an acceptable replacement financial institution is available such replacement institution will purchase such Bank's Loans and Commitment and other interests under the Agent Loan Documents in accordance with Section 9.9 or such Bank will withdraw such request for payment. (d) A detailed statement as to the amount of such increased cost or reduced sum receivable, along with documentation supporting the payment of such amount under this subsection, shall be prepared by such Bank and setting forth in reasonable detail submitted to the amount applicable Borrower(s) (with a copy to the Documentation Agent) with such Bank's written demand. Such Bank's statement of such increased cost or amounts to be paid to it hereunder reduced sum receivable shall be conclusive and binding for all purposes, prima facie evidence of such increased cost or reduced sum absent manifest error.

Increased Costs Capital Adequacy. (a) If at any time the Lender shall incur increased costs or reductions in the amounts received or receivable under the Transaction Documents with respect to its purchase of the Bonds (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of taxes) because of any change since the date of this Agreement in any applicable Law, governmental rule, regulation, guideline, order or request (whether or not having the force of Law), or in the interpretation or administration thereof, including, notwithstanding the foregoing, (i) all requests, guidelines and directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case pursuant to Basel III, and (iii) the introduction of any new Law or governmental rule, regulation, guideline, order or request (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves which may be included in the “London Interbank Offered Rate” pursuant to the definition below); then the Borrower shall pay to the Lender promptly upon written demand therefor, such additional amounts as may be required to compensate the Lender for such increased costs or reductions in amounts receivable hereunder. (b) If, due to either after the date of this Agreement, the Lender determines that (i) the introduction of any Law, rule or regulation, or any change therein, (other than ii) any change by way of imposition or increase of reserve requirements, in the case of LIBOR Rate Advances or Agreed Rate Advances based on the LIBOR Rate, included in the LIBOR Rate Reserve Percentage) in or in the interpretation or administration of any law Law, rule or regulation by any central bank or other governmental authority, or (iiiii) the compliance with making or issuance of any request, guideline or request from directive (whether or not having the force of Law) by any central bank or other governmental authority (whether or not having in the force case of laweach of clauses (b)(i), there (b)(ii) and (b)(iii), including (1) all requests, guidelines and directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, and (2) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Lender for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case pursuant to Basel III), shall be any increase in reduce the cost rate of return on the Lender’s (or parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to any Bank of agreeing to make or making, funding or maintaining Fixed Rate Advances, then the Borrower shall from time to time, upon demand by such Bank a level below that which the Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Bank additional amounts sufficient to compensate such Bank or its parent corporation) could have achieved but for such increased cost. introduction, change or issuance (btaking into consideration such Lender’s (or parent corporation’s) If any Bank determines that compliance policies with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of respect to capital required or expected to be maintained by such Bank or any corporation controlling such Bank and that the amount of such capital is increased by or based upon the existence of such Bank's Commitments to lend hereunder and other commitments of this typeadequacy), then, upon demand by such Bank (with a copy of such demand to notice from the Agent)Lender, the Borrower shall immediately pay to the Agent for the account of Lender such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank or such corporation in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's Commitment to lend hereunder. (c) A certificate as to amounts required to be paid under this Section 3.01 submitted to the Borrower and the Agent by such Bank and setting forth in reasonable detail the amount or amounts to be paid to it hereunder shall be conclusive and binding (but without duplication of any amounts payable under Section 5.2(a)) as will compensate the Lender for all purposes, absent manifest errorsuch reduction.