Common use of Indemnity for Reserves and Expenses Clause in Contracts

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) or shall impose on any Affected Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents; or (ii) imposes upon any Affected Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or the other Transaction Documents, and the result of any of the foregoing is to increase the cost to such Affected Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, the obligations hereunder or the funding of any Increases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Party to be material, then, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture. (b) If any Affected Party shall have determined that after the Closing Date, the adoption of any applicable law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, the effect of reducing the rate of return on capital of such Affected Party as a consequence of such Affected Party’s obligations hereunder or with respect hereto to a level below that which such Affected Party could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Party to be material, then from time to time, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 9.2(b). In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

Indemnity for Reserves and Expenses. (a) If If, after the date hereof, the adoption of any law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any the Conduit Purchaser (each, an “Affected Party”) or shall impose on any Affected Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents; or (ii) imposes upon any Affected Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or the other Transaction Documents, and the result of any of the foregoing is to increase the cost to such Affected Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, the obligations hereunder or the funding of any Increases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Party to be material, then, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture. (b) If any Affected Party shall have determined that that, after the Closing Date, the adoption of any applicable law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, the effect of reducing the rate of return on capital of such Affected Party as a consequence of such Affected Party’s obligations hereunder or with respect hereto to a level below that which such Affected Party could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Party to be material, then from time to time, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 9.2(b8.02(b). In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law Law or bank regulatory guideline regulation or any amendment or change in the interpretation of any existing or future law Law or bank regulatory guideline regulation by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any regulation, whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes:Law): (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate Transferred Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interest or the Transferred Receivables; or (ii) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate, Transferred Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interests or the Transferred Receivables, and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Transferred Receivables, the Trust Estateobligations hereunder, the obligations hereunder or the funding of any Increases Purchase hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Party to be material, then, on the first Settlement Date which is not less than ten within thirty (1030) Business Days days after demand by such Affected Indemnified Party through the Funding Deal Agent, the Issuer Transferor shall pay to the Deal Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture. (b) If any Affected Indemnified Party shall have determined that after the Closing Datedate hereof, the adoption of any applicable law Law or bank regulatory guideline regulation regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guidelineregulation, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Party to be material), then from time to time, on the first Settlement Date which is not less than within ten (10) Business Days days after demand by such Affected Indemnified Party through the Funding Deal Agent, the Issuer Transferor shall pay to the Deal Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 9.2(b). In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law or bank regulatory guideline or any amendment or change Change in the interpretation of any existing or future law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to TaxesLaw shall: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party (except any such reserve requirement reflected in the Funding Agent, any Purchaser Adjusted Eurocurrency Rate or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) or shall impose on any Affected Party or on the United States market those for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate or payments of amounts due hereunder or its obligation which payment has been requested pursuant to advance funds hereunder or under the other Transaction DocumentsSection 2.18); or (ii) imposes upon impose on any Affected Indemnified Party any other expense deemed by such Affected Party to be material (includingcondition affecting this Agreement, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Asset Purchase Agreement, the any Program Support Agreement or any other Transaction Documents, the ownership, maintenance Document or financing of the VFN, the Receivables, the Trust Estate, Eurocurrency Tranches made or payments of amounts due hereunder or its obligation maintained by such Indemnified Party (except those for which payment has been requested pursuant to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or the other Transaction Documents, Section 2.18); and the result of any of the foregoing is shall be to increase the cost to such Affected Indemnified Party with respect of making or maintaining any Eurocurrency Tranche (or of maintaining its obligation to this Note fund any such Tranche or its obligations under any Program Support Agreement or Asset Purchase Agreement, ) or to reduce the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, the obligations hereunder or the funding amount of any Increases hereunder sum received or under the other Transaction Documents, by an amount reasonably deemed receivable by such Affected Indemnified Party to be materialhereunder (whether of principal, theninterest or otherwise), on then the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall Borrower will pay to such Affected Indemnified Party such additional amount or amounts as will compensate such Affected Indemnified Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased additional costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenturereduction suffered. (b) If Subject to the limitations set forth in the Lender Fee Letter, if any Affected Indemnified Party shall have determined determines that after the Closing Date, the adoption of any applicable law or bank regulatory guideline Change in Law regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, requirements has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on such Indemnified Party's capital or on the capital of such Affected Party Indemnified Party's holding company, if any, as a consequence of this Agreement, any Asset Purchase Agreement or any Program Support Agreement or the Loans made or acquired by such Affected Indemnified Party’s obligations hereunder or with respect hereto , to a level below that which such Affected Indemnified Party or holding company could have achieved but for such adoption, change, request or directive Change in Law (taking into consideration its such Indemnified Party's policies and the policies of such Indemnified Party's holding company with respect to capital adequacy) by an amount reasonably deemed by such Affected Party to be material), then from time to time, on time the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall Borrower will pay to such Affected Indemnified Party such additional amount or amounts as will compensate such Affected Indemnified Party or such Indemnified Party's holding company for any such reductionreduction suffered. (c) A certificate of an Indemnified Party setting forth the amount or amounts necessary to compensate such Indemnified Party or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. For avoidance of doubt, The Borrower shall pay such Indemnified Party the amount shown as due on any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, such certificate within 10 days after receipt thereof. (d) Promptly after any Indemnified Party has determined that it will make a request or directive subject for compensation pursuant to this Section 9.2(b). In making demand hereunder2.14, the applicable Affected such Indemnified Party shall submit notify the Borrower of such determination. Failure or delay on the part of any Indemnified Party to demand compensation pursuant to this Section shall not constitute a waiver of such Indemnified Party's right to demand such compensation; provided that the Borrower shall not be required to compensate an Indemnified Party pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the Issuer a certificate as date that such Indemnified Party notifies the Borrower of the Change in Law giving rise to such increased costs incurred which shall provide in detail the basis for or reductions and of such Indemnified Party's intention to claim which certificate shall be conclusive and binding for all purposes absent manifest errorcompensation therefor; provided, howeverfurther, that no that, if the Change in Law giving rise to such Affected Party increased costs or reductions is retroactive, then the 180-day period referred to above shall be required extended to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by include the Issuer solely to the extent funds are available therefor in accordance with the priority period of payments set forth in Article V of the Base Indentureretroactive effect thereof.

Indemnity for Reserves and Expenses. (a) If after the date ----------------------------------- hereof, the adoption of any law Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes:Law): (i1) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction DocumentsBasic Agreements, any Asset Purchase Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate Collateral or payments of amounts due hereunder or thereunder or its obligation to advance funds hereunder under any agreement or under otherwise in respect of this Agreement, the other Transaction DocumentsBasic Agreements, any Asset Purchase Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, or the Collateral; or (ii2) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction DocumentsBasic Agreements, any Asset Purchase Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, Collateral or payments of amounts due hereunder or thereunder or its obligation to advance funds hereunder under any agreement or otherwise in respect of this Note Agreement, the other Basic Agreements, any Asset Purchase Agreement Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, or the other Transaction Documents, Collateral; and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction DocumentsBasic Agreements, any Asset Purchase Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, Collateral and the obligations hereunder or the funding of any Increases hereunder or under the other Transaction Documentsand thereunder, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first Settlement next succeeding Distribution Date which is not less than ten (10) Business Days after demand by such Affected Party through the a Funding Agent, the Issuer Borrower shall pay to such Affected Party Funding Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party cost; provided that no such -------- amount shall submit be payable with respect to any period commencing more than two hundred seventy (270) days prior to the Issuer a certificate as date such Funding Agent first notifies the Borrower of its intention to demand compensation therefor under this Section 8.2(a); provided further that if such change in Law, rule or regulation giving -------- ------- rise to such increased costs incurred which shall provide in detail the basis for or reductions is retroactive, then such claim which certificate 270-day period shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required extended to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by include the Issuer solely to the extent funds are available therefor in accordance with the priority period of payments set forth in Article V of the Base Indentureretroactive effect thereof. (b) If any Affected Indemnified Party shall have determined that after the Closing Datedate hereof, the adoption of any applicable law Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s 's obligations hereunder or under any of the Basic Agreements, any Asset Purchase Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, or with respect hereto or thereto to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than within ten (10) Business Days days after demand by such Affected Party through the a Funding Agent, the Issuer Borrower shall pay to such Affected Party Funding Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance ; provided -------- that no such amount shall be payable with respect to any period commencing two hundred seventy (270) days prior to the date such Funding Agent first notifies the Borrower of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject its intention to demand compensation under this Section 9.2(b8.2(b). In making demand hereunder; provided further that if such change in Law, the applicable Affected Party shall submit rule or regulation giving rise to the Issuer a certificate as to -------- ------- such increased costs incurred or reductions is retroactive, then such 270-day period shall be extended to include the period of retroactive effect thereof. (c) The Administrative Agent, the Securities Intermediary and each Funding Agent will promptly notify the Borrower of any event of which shall provide in detail it has knowledge, occurring after the basis date hereof, which will entitle an Indemnified Party to compensation pursuant to this Article VIII. A notice by the Administrative Agent or a Funding Agent claiming compensation for such claim which certificate the benefit of an Indemnified Party under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes absent in the absence of manifest error; provided. In determining such amount, howeverthe Administrative Agent, that no the Securities Intermediary or such Affected Party shall be required to disclose Funding Agent may use any confidential or tax planning information in any such certificate. The parties hereto acknowledge reasonable averaging and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indentureattributing methods.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of lawLaw), other than lawsLaws, interpretations, guidelines or directives relating to Taxes: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents; or (ii) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Indemnified Party to be material (including, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoingforegoing provided, C&A may settle such litigation in C&A's sole discretion) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or the other Transaction Documents, and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estateobligations hereunder, the obligations hereunder or the funding of any Increases Purchases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first Settlement Date which is not less than within ten (10) Business Days after demand by such Affected Indemnified Party through the Funding Administrative Agent, the Issuer Transferor or C&A shall pay to the Administrative Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than two hundred and seventy (270) days prior to the date the Administrative Agent first notifies the Transferor or C&A of its intention to demand compensation therefor under this subsection 7.2(a); provided further that if such change in Law giving rise to such increased costs or reductions is retroactive, then such 270-day period shall be extended to include the period of retroactive effect thereof. In making demand hereunder, the applicable Affected Indemnified Party shall submit to the Issuer Transferor a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indentureclaim. (b) If any Affected Indemnified Party shall have determined that after the Closing Datedate hereof, the adoption of any applicable law Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of lawLaw) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Indemnified Party, the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its Guarantor) as a consequence of such Affected Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Affected Indemnified Party (or its Guarantor) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than within ten (10) Business Days after demand by such Affected Indemnified Party through the Funding Administrative Agent, the Issuer Transferor or C&A shall pay to the Administrative Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party (or its Guarantor) for such reduction. For avoidance ; provided that no such amount shall be payable with respect to any period commencing more than two hundred and seventy (270) days prior to the date the Administrative Agent first notifies the Transferor or C&A of doubtits intention to demand compensation therefor under this subsection 7.2(b); provided further that if such change in Law, any interpretation giving rise to such increased costs or reductions is retroactive, then such 270-day period shall be extended to include the period of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 9.2(b). retroactive effect thereof In making demand hereunder, the applicable Affected Indemnified Party shall submit to the Issuer Transferor a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate claim. (c) Anything in this Section 7.2 to the contrary notwithstanding, if the Initial Purchasers enter into agreements for the acquisition of interests in receivables from one or more Other Transferors, the Initial Purchasers shall be conclusive ratably allocate the liability for any amounts under this Section 7.2 ("Section 7.2 Costs") to the Transferor and binding for all purposes absent manifest errorC&A and each Other Transferor; provided, however, that no if such Affected Party Section 7.2 Costs are attributable to the Transferor or C&A and not attributable to any Other Transferor, the Transferor and C&A shall be required solely liable for such Section 7.2 Costs or if such Section 7.2 Costs are attributable to disclose any confidential Other Transferors and not attributable to the Transferor or tax planning information in any C&A such certificate. The parties hereto acknowledge and agree that all Other Transferors shall be solely liable for such Section 7.2 Costs. (d) All amounts payable under owed by the Transferor pursuant to this Section 8.02(b) 7.2 shall be payable in accordance with Sections 2.5 and 2.6 and shall be Transferor Subordinated Obligations. Any amounts owed by C&A pursuant to this Section shall be had only from the Issuer solely assets of C&A and shall not be payable from Collections, except to the extent funds such Collections are available therefor released to C&A in accordance with the priority of payments set forth in Article V of the Base IndentureSections 2.5 and 2.6.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes:Law): (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interest or the Receivables; or (ii) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interests or the Receivables, and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estateobligations hereunder, the obligations hereunder or the funding of any Increases Purchases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first Settlement Date which is not less than within ten (10) Business Days days after demand by such Affected Indemnified Party through the Funding Agent, the Issuer Transferor shall pay to the Funding Agent, for 41 45 the benefit of such Affected Party Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party ; provided that no such amount shall submit be payable with respect to any period commencing more than two hundred seventy (270) days prior to the Issuer a certificate as date the Funding Agent first notifies the Transferor of its intention to demand compensation therefor under this Section 8.2(a); provided further that if such change in Law, rule or regulation giving rise to such increased costs incurred which shall provide in detail the basis for or reductions is retroactive, then such claim which certificate 270-day period shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required extended to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by include the Issuer solely to the extent funds are available therefor in accordance with the priority period of payments set forth in Article V of the Base Indentureretroactive effect thereof. (b) If any Affected Indemnified Party shall have determined that after the Closing Datedate hereof, the adoption of any applicable law Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than within ten (10) Business Days days after demand by such Affected Indemnified Party through the Funding Agent, the Issuer Transferor shall pay to the Funding Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance ; provided that no such amount shall be payable with respect to any period commencing more than two hundred seventy (270) days prior to the date the Funding Agent first notifies the Transferor of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject its intention to demand compensation therefor under this Section 9.2(b8.2(a). In making demand hereunder; provided further that if such change in Law, the applicable Affected Party shall submit to the Issuer a certificate as rule or regulation giving rise to such increased costs incurred which shall provide in detail the basis for or reductions is retroactive, then such claim which certificate 270-day period shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required extended to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by include the Issuer solely to the extent funds are available therefor in accordance with the priority period of payments set forth in Article V of the Base Indentureretroactive effect thereof.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law Law or bank regulation or regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulation or regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulation or regulatory guideline, whether or not having the force of lawLaw), other than lawsLaws, interpretations, guidelines or directives relating to Taxestaxes: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents; or (ii) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interests or the Receivables; and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estateobligations hereunder, the obligations hereunder or the funding of any Increases Purchases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first Settlement Date which is not less than within ten (10) Business Days after demand by such Affected Indemnified Party through the Funding Administrative Agent, the Issuer Transferor shall pay to the Administrative Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts (other than with respect to taxes) as will compensate such Affected Indemnified Party for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than two hundred seventy (270) days prior to the date the Administrative Agent first notifies the Transferor of its intention to demand compensation therefor under this Section 2.21; provided further that if such change in Law, rule or regulation giving rise to such increased costs or reductions is retroactive, then such 270-day period shall be extended to include the period of retroactive effect thereof. In making demand hereunder, the applicable Affected Indemnified Party shall submit to the Issuer Transferor a certificate as to such increased costs incurred which shall provide in reasonable detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indentureclaim. (b) If any Affected Indemnified Party shall have determined that after the Closing Datedate hereof, the adoption of any applicable law Law or bank regulation or regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than within ten (10) Business Days after demand by such Affected Indemnified Party through the Funding Administrative Agent, the Issuer Transferor shall pay to the Administrative Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts (other than with respect to taxes) as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance ; provided that no such amount shall be payable with respect to any period commencing more than two hundred seventy (270) days prior to the date the Administrative Agent first notifies the Transferor of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject its intention to demand compensation therefor under this Section 9.2(b2.21(b); provided further that if such change in Law, rule or regulation giving rise to such increased costs or reductions is retroactive, then such 270-day period shall be extended to include the period of retroactive effect thereof. In making demand hereunder, the applicable Affected Indemnified Party shall submit to the Issuer Transferor a certificate as to such increased costs incurred which shall provide in reasonable detail the basis for such claim which certificate claim. (c) Anything in this Section 2.21 to the contrary notwithstanding, if any CP Conduit Purchaser enters into agreements for the acquisition of interests in receivables from one or more Other Transferors, such CP Conduit Purchaser shall be conclusive equitably allocate the liability for any amounts under this Section 2.21 ("Section 2.21 Costs") to the Transferor and binding for all purposes absent manifest erroreach Other Transferor; provided, however, that no if such Affected Party Section 2.21 Costs are attributable to the Transferor and not attributable to any Other Transferor, the Transferor shall be required solely liable for such Section 2.21 Costs or if such Section 2.21 Costs are attributable to disclose any confidential or tax planning information in any Other Transferors and not attributable to the Transferor, such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) Other Transferors shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indentureliable for such Section 2.21 Costs.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of lawLaw), other than lawsLaws, interpretations, guidelines or directives relating to Taxes: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents; or (ii) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of any portion of the VFNTransferred Interest, the Receivables, the Trust Estate, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or the other Transaction Documents, and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of any portion of the VFNTransferred Interest, the Receivables, the Trust Estate, the obligations hereunder or the funding of any Increases Purchases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first Settlement Date which is not less than within ten (10) Business Days after demand by such Affected Indemnified Party through its Funding Agent or the Administrative Agent, the Transferor or TMN shall pay to the applicable Funding Agent, for the Issuer shall pay to benefit of such Affected Party Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than two hundred and seventy (270) days prior to the date the Administrative Agent or such Funding Agent first notifies the Transferor or TMN of its intention to demand compensation therefor under this Section 7.2(a); provided further that if such change in Law giving rise to such increased costs or reductions is retroactive, then such 270-day period shall be extended to include the period of retroactive effect thereof. In making demand hereunder, the applicable Affected Indemnified Party shall submit to the Issuer Transferor a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indentureclaim. (b) If if any Affected Indemnified Party shall have determined that after the Closing Datedate hereof, the adoption of any applicable law Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of lawLaw) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Indemnified Party, the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than within ten (10) Business Days after demand by such Affected Indemnified Party through its Funding Agent or the Administrative Agent, the Transferor or TMN shall pay to the applicable Funding Agent, for the Issuer shall pay to benefit of such Affected Party Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance ; provided that no such amount shall be payable with respect to any period commencing more than two hundred and seventy (270) days prior to the date the Administrative Agent or such Funding Agent first notifies the Transferor or TMN of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject its intention to demand compensation therefor under this Section 9.2(b7.2(b); provided further that if such change in Law, giving rise to such increased costs or reductions is retroactive, then such 270-day period shall be extended to include the period of retroactive effect thereof. In making demand hereunder, the applicable Affected Indemnified Party shall submit to the Issuer Transferor a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate claim. (c) Anything in this Section 7.2 to the contrary notwithstanding, if the Initial Purchasers enter into agreements for the acquisition of interests in receivables from one or more Other Transferors, the Initial Purchasers shall be conclusive ratably allocate the liability for any amounts under this Section 7.2 ("Section 7.2 Costs") to the Transferor and binding for all purposes absent manifest errorTMN and each Other Transferor; provided, however, that no if such Affected Party Section 7.2 Costs are attributable to the Transferor or TMN and not attributable to any Other Transferor, the Transferor and TMN shall be required solely liable for such Section 7.2 Costs or if such Section 7.2 Costs are attributable to disclose any confidential Other Transferors and not attributable to the Transferor or tax planning information in any TMN, such certificate. The parties hereto acknowledge and agree that Other Transferors shall be solely liable for such Section 7.2 Costs. (d) all amounts payable under owed by the Transferor pursuant to this Section 8.02(b) 7.2 shall be payable in accordance with Sections 2.5 and 2.6 and shall be Transferor Subordinated Obligations. Any amounts owed by TMN pursuant to this Section shall be had only from the Issuer solely assets of TMN and shall not be payable from Collections, except to the extent funds such Collections are available therefor released to TMN in accordance with the priority of payments set forth in Article V of the Base IndentureSections 2.5 and 2.6.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law Law or bank regulation or regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulation or regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulation or regulatory guideline, whether or not having the force of lawLaw), other than lawsLaws, interpretations, guidelines or directives relating to Taxes: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, any Letter of Credit, the ownership, maintenance or financing of the VFNAsset Interest, the Receivables, the Trust Estate Receivables or payments of amounts due hereunder or its obligation to issue Letters of Credit or advance funds hereunder or under the other Transaction Documents; or (ii) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, any Letter of Credit, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interests or the Receivables; and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estateobligations hereunder, the obligations hereunder or the funding of any Increases Purchases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first Settlement Date which is not less than within ten (10) Business Days after demand by such Affected Indemnified Party through the Funding Administrative Agent, acting at the Issuer direction of the applicable Purchaser, the Transferor shall pay to the Administrative Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts (other than with respect to taxes) as will compensate such Affected Indemnified Party for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than two hundred seventy (270) days prior to the date the Administrative Agent, acting at the direction of the applicable Purchaser, first notifies the Transferor of its intention to demand compensation therefor under this Section 2.18; provided, further, that if such change in Law, rule or regulation giving rise to such increased costs or reductions is retroactive, then such 270-day period shall be extended to include the period of retroactive effect thereof. In making demand hereunder, the applicable Affected Indemnified Party shall submit to the Issuer Transferor a certificate as to such increased costs incurred which shall provide in reasonable detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indentureclaim. (b) If any Affected Indemnified Party shall have determined that after the Closing Datedate hereof, the adoption of any applicable law Law or bank regulation or regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than within ten (10) Business Days after demand by such Affected Indemnified Party through the Funding Administrative Agent, acting at the Issuer direction of the applicable Purchaser, the Transferor shall pay to the Administrative Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts (other than with respect to taxes) as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance ; provided that no such amount shall be payable with respect to any period commencing more than two hundred seventy (270) days prior to the date the Administrative Agent first notifies the Transferor of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject its intention to demand compensation therefor under this Section 9.2(b2.18(b); provided, further, that if such change in Law, rule or regulation giving rise to such increased costs or reductions is retroactive, then such 270-day period shall be extended to include the period of retroactive effect thereof. In making demand hereunder, the applicable Affected Indemnified Party shall submit to the Issuer Transferor a certificate as to such increased costs incurred which shall provide in reasonable detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indentureclaim.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes:Law): (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate Collateral or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents; or (ii) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, Collateral or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or under the other Transaction Documents, and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to of this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust EstateCollateral, the obligations hereunder or hereunder, the funding of any Increases Loans hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first next succeeding Settlement Date which is not less than ten (10) Business Days after demand therefor by such Affected Indemnified Party through the Funding its related Group Agent, the Issuer Borrower shall pay to such Affected Party Group Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture. (b) If any Affected Indemnified Party shall have determined that after the Closing Datedate hereof, the adoption of any applicable law Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first next Settlement Date which is not less than ten (10) Business Days after demand therefor by such Affected Indemnified Party through the Funding its Group Agent, the Issuer Borrower shall pay to such Affected Party Group Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 9.2(b). In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.such

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law or bank regulatory guideline or any amendment change in any Law or change in the interpretation of any existing or future law application thereof or bank regulatory guideline compliance by any Official Body charged with the administration, interpretation or application thereof, or the compliance Indemnified Party with any request or directive of any Official Body (whether or not having the force of law), ) from any central bank or other Official Body made subsequent to the date hereof (other than laws, interpretations, guidelines or directives relating any such change that relates to Taxes:, which are governed by Section 2.14): (i) does or shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets ofheld by, or deposits with or other liabilities in or for the account of, advances or loans or purchases by, or other credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider acquisition of funds by, any Conduit Purchaser (each, an “Affected Party”) or shall impose on any Affected office of such Indemnified Party or on which are not otherwise covered by the United States market adjustment to the Eurodollar Rate for certificates the Eurodollar Rate Reserve Percentage as contemplated by the definition of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents"Adjusted Eurodollar Rate"; or (ii) imposes upon any Affected does or shall impose on such Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or the other Transaction Documents, any Receivable Interest or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Affected Indemnified Party of making or maintaining Receivable Interests (or of maintaining its obligation to make any such Receivable Interest) or to reduce any amount received or receivable by such Indemnified Party hereunder, then, in any such case, the Seller shall promptly pay such Indemnified Party, upon demand from such Indemnified Party, any additional amounts necessary to compensate such Indemnified Party for such additional costs or reduction suffered which such Indemnified Party reasonably deems to be material as determined by such Indemnified Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, the obligations hereunder or the funding of any Increases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Party to be material, then, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such increased cost or reductionits Receivable Interests. In making demand hereunder, the applicable Affected Party shall submit to the Issuer a A certificate as to any additional amounts payable pursuant to this subsection submitted by such increased costs incurred which shall provide Indemnified Party, through its Managing Agent, to the Seller setting forth, in detail reasonable detail, the basis for such claim which certificate and the calculation thereof, shall be conclusive and binding for all purposes absent in the absence of manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture. (b) If any Affected Indemnified Party shall have determined that after the Closing Date, the adoption of any applicable law Law or bank regulatory guideline regarding capital adequacy, adequacy or any change therein, or any change in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s 's obligations hereunder or with respect hereto or otherwise as a consequence of the transactions contemplated hereby to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than ten (10) Business Days within fifteen days after demand by such Affected Indemnified Party through the Funding its Managing Agent, the Issuer Seller shall pay to such Affected Party Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance A certificate as to any additional amounts payable pursuant to this subsection submitted by such Indemnified Party, through its Managing Agent, to the Seller setting forth, in reasonable detail, the basis for and the calculation thereof, shall be conclusive in the absence of doubt, manifest error. (c) Failure or delay on the part of any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject Indemnified Party to demand compensation pursuant to this Section 9.2(b). In making 2.13 shall not constitute a waiver of such Indemnified Party's right to demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest errorcompensation; provided, however, that no such Affected Party the Seller shall not be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under compensate an Indemnified Party pursuant to this Section 8.02(b) 2.13 for any increased costs or reductions incurred more than 180 days prior to the date that such Indemnified Party notifies the Seller of the change, event or circumstance giving rise to such increased costs or reductions and of such Lender's or the Issuing Bank's intention to claim compensation therefor; provided, further, that, if the change giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be payable by extended to include the Issuer solely to the extent funds are available therefor in accordance with the priority period of payments set forth in Article V of the Base Indentureretroactive effect thereof.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law or bank regulatory guideline or any amendment or change Change in the interpretation of any existing or future law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to TaxesLaw shall: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party (except any such reserve requirement reflected in the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser Eurodollar Rate); (each, an “Affected Party”ii) or shall impose on any Affected Indemnified Party (or on the United States U.S. market for certificates of deposit or the London interbank market market) any other condition or expense affecting or with respect to this Note Agreement, any Asset Purchase Agreement, the any Program Support Agreement or any other Transaction Documents, Document or Eurodollar Tranches made or maintained by such Indemnified Party or the ownership, maintenance or financing of the VFNLoans hereunder, the Receivablesdirectly or indirectly, the Trust Estate or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documentsany Asset Purchase Agreement or Program Support Agreement; or (iiiii) imposes upon any Affected Party impose any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or the other Transaction Documents, condition; and the result of any of the foregoing is to increase the cost to such Affected an Indemnified Party with respect to this Note of performing its obligations under a Transaction Document or Program Support Agreement or Asset Purchase Agreement, or to reduce the other rate of return on an Indemnified Party’s capital as a consequence of its obligations under a Transaction DocumentsDocument or Program Support Agreement or Asset Purchase Agreement, or to reduce the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, the obligations hereunder or the funding amount of any Increases hereunder sum received or under the other Transaction Documents, receivable by an Indemnified Party under a Transaction Document or Program Support Agreement or Asset Purchase Agreement or to require any payment calculated by reference to the amount reasonably deemed of interests or loans held or interest received by such Affected Party to be materialit, then, then on the first Settlement Date which is not less than ten (10immediately following notification thereof pursuant to Clause 2.14(d) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall Borrower will pay to such Affected Indemnified Party such additional amount or amounts as will compensate such Affected Indemnified Party for such additional costs incurred or reduction suffered. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, or any other change in accounting standards or the issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a portion of the assets and liabilities of a Conduit Lender or the Borrower with the assets and liabilities of any Agent, any Lender or any other Indemnified Party, such event shall constitute a circumstance on which such Person may base a claim for reimbursement under this Section; provided that the Borrower’s obligations under this Clause shall be limited to amounts accruing not more than 90 days prior to the invoice thereof by such Indemnified Party (such time period to be extended as necessary to take into account any retroactive application of a Change in Law giving rise to such obligations); provided further that each Indemnified Party claiming amounts under this Clause agrees to use commercially reasonable efforts (in its own judgment, consistent with its internal policy and regulatory restrictions) to designate a different lending office if it has such an office and making such a designation would avoid the need for, or reduce the amount of, such increased cost or reduction. In making demand hereunderthat may thereafter accrue and would not, in the applicable Affected Party shall submit to the Issuer a certificate as reasonable judgment of such Indemnified Party, be otherwise disadvantageous to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base IndentureIndemnified Party. (b) If any Affected Indemnified Party shall have determined determines that after the Closing Date, the adoption of any applicable law or bank regulatory guideline Change in Law regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, requirements has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on such Indemnified Party’s capital or on the capital of such Affected Party Indemnified Party’s holding company, if any, as a consequence of this Agreement, any Asset Purchase Agreement or any Program Support Agreement or the Loans made or acquired by such Affected Indemnified Party’s obligations hereunder or with respect hereto , to a level below that which such Affected Indemnified Party or holding company could have achieved but for such adoption, change, request or directive Change in Law (taking into consideration its such Indemnified Party’s policies and the policies of such Indemnified Party’s holding company with respect to capital adequacy) by an amount reasonably deemed by such Affected Party to be material), then from time to time, on the first Settlement Date which is not less than ten (10immediately following notification thereof pursuant to Clause 2.14(d) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall Borrower will pay to such Affected Indemnified Party such additional amount or amounts as will compensate such Affected Indemnified Party or such Indemnified Party’s holding company for any such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by reduction suffered; provided that the Financial Accounting Standards Board Borrower’s obligations under this Clause shall constitute an adoption, change, request or directive subject be limited to this Section 9.2(b). In making demand hereunder, the applicable Affected Party shall submit amounts accruing not more than 90 days prior to the Issuer invoice thereof by such Indemnified Party (such time period to be extended as necessary to take into account any retroactive application of a certificate as Change in Law giving rise to such obligations); provided further that each Indemnified Party claiming amounts under this Clause agrees to use commercially reasonable efforts (in its own judgment, consistent with its internal policy and regulatory restrictions) to designate a different lending office if it has such an office and making such a designation would avoid the need for, or reduce the amount of, such increased costs incurred which cost that may thereafter accrue and would not, in the reasonable judgment of such Indemnified Party, be otherwise disadvantageous to such Indemnified Party. (c) A certificate of an Indemnified Party setting forth the amount or amounts necessary to compensate such Indemnified Party or its holding company, as applicable, as specified in clause (a) or (b) of this Clause 2.14 shall provide in detail be delivered to the basis for such claim which certificate Borrower and the Servicer and shall be conclusive and binding for all purposes absent manifest error; provided. (d) Promptly after any Indemnified Party has determined that it will make a request for compensation pursuant to this Clause 2.14, however, that no such Affected Indemnified Party shall be required to disclose any confidential or tax planning information in any notify the Borrower of such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenturedetermination.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes:Law): (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interest or the Receivables; or (ii) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interests or the Receivables, and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estateobligations hereunder, the obligations hereunder or the funding of any Increases Purchases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first Settlement Date which is not less than ten (10) Business Days after upon demand therefor by such Affected Indemnified Party through the its related Funding Agent, the Issuer Transferor shall pay to such Affected Party Funding Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture. (b) If any Affected Indemnified Party shall have determined that after the Closing Datedate hereof, the adoption of any applicable law Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than ten (10) Business Days after upon demand therefor by such Affected Indemnified Party through the its Funding Agent, the Issuer Transferor shall pay to such Affected Party Funding Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 9.2(b). In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes:Law): (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interest or the Receivables; or (ii) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interests or the Receivables, and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estateobligations hereunder, the obligations hereunder or the funding of any Increases Purchases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first Settlement Date which is not less than ten (10) Business Days after upon demand therefor by such Affected Indemnified Party through the its related Funding Agent, the Issuer Transferor shall pay to such Affected Party Funding Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture. (b) If any Affected Indemnified Party shall have determined that after the Closing Datedate hereof, the adoption of any applicable law Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than ten (10) Business Days after upon demand therefor by such Affected Indemnified Party through the its Funding Agent, the Issuer Transferor shall pay to such Affected Party Funding Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 9.2(b). In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law Law or bank regulation or regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulation or regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulation or regulatory guideline, whether or not having the force of lawLaw), other than lawsLaws, interpretations, guidelines or directives relating to Taxes: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents; or (ii) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoingforegoing to the extent attributable to this Agreement or any other Transaction Document) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interests or the Receivables; and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estateobligations hereunder, the obligations hereunder or the funding of any Increases Purchases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first Settlement Date which is not less than within ten (10) Business Days after demand by such Affected Indemnified Party through the Administrative Agent acting at the direction of the applicable Funding Agent, the Issuer Transferor shall pay to the Administrative Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts (other than with respect to taxes) as will compensate such Affected Indemnified Party for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 120 days prior to the date the Administrative Agent, acting at the direction of the applicable Funding Agent, first notifies the Transferor of its intention to demand compensation therefor under this Section 2.21; provided further that if such change in Law, rule or regulation giving rise to such increased costs or reductions is retroactive, then such 120-day period shall be extended to include the period of retroactive effect thereof if such demand is made within 60 days after such change is effective. In making demand hereunder, the applicable Affected Indemnified Party shall submit to the Issuer Transferor a certificate as to such increased costs incurred which shall provide in reasonable detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indentureclaim. (b) If any Affected Party shall have determined that after the Closing Date, the adoption of any applicable law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, the effect of reducing the rate of return on capital of such Affected Party as a consequence of such Affected Party’s obligations hereunder or with respect hereto to a level below that which such Affected Party could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Party to be material, then from time to time, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 9.2(b). In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law or bank regulatory guideline or any amendment or change Change in the interpretation of any existing or future law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to TaxesLaw shall: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party (except any such reserve requirement reflected in the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) or shall impose on any Affected Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction DocumentsAdjusted Eurodollar Rate); or (ii) imposes upon impose on any Affected Indemnified Party any other expense deemed by such Affected Party to be material (includingcondition affecting this Agreement, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Asset Purchase Agreement, the any Program Support Agreement or any other Transaction Documents, the ownership, maintenance Document or financing of the VFN, the Receivables, the Trust Estate, Eurodollar Tranches made or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or the other Transaction Documents, maintained by such Indemnified Party; and the result of any of the foregoing is shall be to increase the cost to such Affected Indemnified Party with respect of making or maintaining any Eurodollar Tranche (or of maintaining its obligation to this Note fund any such Tranche or its obligations under any Program Support Agreement or Asset Purchase Agreement, ) or to reduce the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, the obligations hereunder or the funding amount of any Increases hereunder sum received or under the other Transaction Documents, by an amount reasonably deemed receivable by such Affected Indemnified Party to be materialhereunder (whether of principal, theninterest or otherwise), on then the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall Borrower will pay to such Affected Indemnified Party such additional amount or amounts as will compensate such Affected Indemnified Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased additional costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenturereduction suffered. (b) If Subject to the limitations set forth in the Lender Fee Letter, if any Affected Indemnified Party shall have determined determines that after the Closing Date, the adoption of any applicable law or bank regulatory guideline Change in Law regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, requirements has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on such Indemnified Party's capital or on the capital of such Affected Party Indemnified Party's holding company, if any, as a consequence of this Agreement, any Asset Purchase Agreement or any Program Support Agreement or the Loans made or acquired by such Affected Indemnified Party’s obligations hereunder or with respect hereto , to a level below that which such Affected Indemnified Party or holding company could have achieved but for such adoption, change, request or directive Change in Law (taking into consideration its such Indemnified Party's policies and the policies of such Indemnified Party's holding company with respect to capital adequacy) by an amount reasonably deemed by such Affected Party to be material), then from time to time, on time the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall Borrower will pay to such Affected Indemnified Party such additional amount or amounts as will compensate such Affected Indemnified Party or such Indemnified Party's holding company for any such reductionreduction suffered. (c) A certificate of an Indemnified Party setting forth the amount or amounts necessary to compensate such Indemnified Party or its holding company, as applicable, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. For avoidance of doubt, The Borrower shall pay such Indemnified Party the amount shown as due on any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, such certificate within 10 days after receipt thereof. (d) Promptly after any Indemnified Party has determined that it will make a request or directive subject for compensation pursuant to this Section 9.2(b). In making demand hereunder2.14, the applicable Affected such Indemnified Party shall submit notify the Borrower of such determination. Failure or delay on the part of any Indemnified Party to demand compensation pursuant to this Section shall not constitute a waiver of such Indemnified Party's right to demand such compensation; provided that the Borrower shall not be required to compensate an Indemnified Party pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the Issuer a certificate as date that such Indemnified Party notifies the Borrower of the Change in Law giving rise to such increased costs incurred which shall provide in detail the basis for or reductions and of such Indemnified Party's intention to claim which certificate shall be conclusive and binding for all purposes absent manifest errorcompensation therefor; provided, howeverfurther, that no that, if the Change in Law giving rise to such Affected Party increased costs or reductions is retroactive, then the 180-day period referred to above shall be required extended to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by include the Issuer solely to the extent funds are available therefor in accordance with the priority period of payments set forth in Article V of the Base Indentureretroactive effect thereof.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law Law or bank regulation or regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulation or regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulation or regulatory guideline, whether or not having the force of lawLaw), other than lawsLaws, interpretations, guidelines or directives relating to Taxes: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents; or (ii) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interests or the Receivables; and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estateobligations hereunder, the obligations hereunder or the funding of any Increases Purchases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first Settlement Date which is not less than within ten (10) Business Days after demand by such Affected Indemnified Party through the Funding Administrative Agent, the Issuer Transferor shall pay to the Administrative Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts (other than with respect to taxes) as will compensate such Affected Indemnified Party for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than two hundred seventy (270) days prior to the date the Administrative Agent first notifies the Transferor of its intention to demand compensation therefor under this Section 2.21; provided further that if such change in Law, rule or regulation giving rise to such increased costs or reductions is retroactive, then such 270-day period shall be extended to include the period of retroactive effect thereof. In making demand hereunder, the applicable Affected Indemnified Party shall submit to the Issuer Transferor a certificate as to such increased costs incurred which shall provide in reasonable detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indentureclaim. (b) If any Affected Indemnified Party shall have determined that after the Closing Datedate hereof, the adoption of any applicable law Law or bank regulation or regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than within ten (10) Business Days after demand by such Affected Indemnified Party through the Funding Administrative Agent, the Issuer Transferor shall pay to the Administrative Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts (other than with respect to taxes) as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance ; provided that no such amount shall be payable with respect to any period commencing more than two hundred seventy (270) days prior to the date the Administrative Agent first notifies the Transferor of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject its intention to demand compensation therefor un- der this Section 9.2(b2.21(b); provided further that if such change in Law, rule or regulation giving rise to such increased costs or reductions is retroactive, then such 270-day period shall be extended to include the period of retroactive effect thereof. In making demand hereunder, the applicable Affected Indemnified Party shall submit to the Issuer Transferor a certificate as to such increased costs incurred which shall provide in reasonable detail the basis for such claim which certificate claim. (c) Anything in this Section 2.21 to the contrary notwithstanding, if any CP Conduit Purchaser enters into agreements for the acquisition of interests in receivables from one or more Other Transferors, such CP Conduit Purchaser shall be conclusive equitably allocate the liability for any amounts under this Section 2.21 ("Section 2.21 Costs") to the Transferor and binding for all purposes absent manifest erroreach Other Transferor; provided, however, that no if such Affected Party Section 2.21 Costs are attributable to the Transferor and not attributable to any Other Transferor, the Transferor shall be required solely liable for such Section 2.21 Costs or if such Section 2.21 Costs are attributable to disclose any confidential or tax planning information in any Other Transferors and not attributable to the Transferor, such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) Other Transferors shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.liable for such Section 2.21

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law Law or bank regulation or regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulation or regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulation or regulatory guideline, whether or not having the force of lawLaw), other than lawsLaws, interpretations, guidelines or directives relating to Taxes: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents; or (ii) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interests or the Receivables; and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estateobligations hereunder, the obligations hereunder or the funding of any Increases Purchases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first Settlement Date which is not less than within ten (10) Business Days after demand by such Affected Indemnified Party through the Funding Administrative Agent, acting at the Issuer direction of the applicable Purchaser, the Transferor shall pay to the Administrative Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts (other than with respect to taxes) as will compensate such Affected Indemnified Party for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than two hundred seventy (270) days prior to the date the Administrative Agent, acting at the direction of the applicable Purchaser, first notifies the Transferor of its intention to demand compensation therefor under this Section 2.21; provided, further, that if such change in Law, rule or regulation giving rise to such increased costs or reductions is retroactive, then such 270-day period shall be extended to include the period of retroactive effect thereof. In making demand hereunder, the applicable Affected Indemnified Party shall submit to the Issuer Transferor a certificate as to such increased costs incurred which shall provide in reasonable detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indentureclaim. (b) If any Affected Indemnified Party shall have determined that after the Closing Datedate hereof, the adoption of any applicable law Law or bank regulation or regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than within ten (10) Business Days after demand by such Affected Indemnified Party through the Funding Administrative Agent, acting at the Issuer direction of the applicable Purchaser, the Transferor shall pay to the Administrative Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts (other than with respect to taxes) as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance ; provided that no such amount shall be payable with respect to any period commencing more than two hundred seventy (270) days prior to the date the Administrative Agent first notifies the Transferor of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject its intention to demand compensation therefor under this Section 9.2(b2.21(b); provided, further, that if such change in Law, rule or regulation giving rise to such increased costs or reductions is retroactive, then such 270-day period shall be extended to include the period of retroactive effect thereof. In making demand hereunder, the applicable Affected Indemnified Party shall submit to the Issuer Transferor a certificate as to such increased costs incurred which shall provide in reasonable detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indentureclaim.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law Law or bank regulation or regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulation or regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulation or regulatory guideline, whether or not having the force of lawLaw), other than lawsLaws, interpretations, guidelines or directives relating to Taxes: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents; or (ii) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interests or the Receivables; and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estateobligations hereunder, the obligations hereunder or the funding of any Increases Purchases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first Settlement Date which is not less than within ten (10) Business Days after demand by such Affected Indemnified Party through the Funding Administrative Agent, the Issuer Transferor shall pay to the Administrative Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts (other than with respect to taxes) as will compensate such Affected Indemnified Party for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than two hundred seventy (270) days prior to the date the Administrative Agent first notifies the Transferor of its intention to demand compensation therefor under this Section 2.21; provided further that if such change in Law, rule or regulation giving rise to such increased costs or reductions is retroactive, then such 270-day period shall be extended to include the period of retroactive effect thereof. In making demand hereunder, the applicable Affected Indemnified Party shall submit to the Issuer Transferor a certificate as to such increased costs incurred which shall provide in reasonable detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indentureclaim. (b) If any Affected Indemnified Party shall have determined that after the Closing Datedate hereof, the adoption of any applicable law Law or bank regulation or regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than within ten (10) Business Days after demand by such Affected Indemnified Party through the Funding Administrative Agent, the Issuer Transferor shall pay to the Administrative Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts (other than with respect to taxes) as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance ; provided that no such amount shall be payable with respect to any period commencing more than two hundred seventy (270) days prior to the date the Administrative Agent first notifies the Transferor of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject its intention to demand compensation therefor under this Section 9.2(b2.21(b); provided further that if such change in Law, rule or regulation giving rise to such increased costs or reductions is retroactive, then such 270- day period shall be extended to include the period of retroactive effect thereof. In making demand hereunder, the applicable Affected Indemnified Party shall submit to the Issuer Transferor a certificate as to such increased costs incurred which shall provide in reasonable detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indentureclaim.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law Governmental Rule or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law Governmental Rule or bank regulatory guideline by any Official Body Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to TaxesGovernmental Authority: (i) shall impose, modify or deem applicable any reserve, capital, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreementthe Collateral, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate Notes or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents; or (ii) imposes upon any Affected Indemnified Party any other cost or expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoingforegoing if such a contest is requested by the Issuer) with respect to this Note Purchase Agreementthe Collateral, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, Notes or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or the other Transaction Documents, hereunder; and the result of any of the foregoing is to increase the cost or reduce the payments to such Affected Indemnified Party with respect to this Note Purchase Agreementthe Collateral, the other Transaction Documents, the ownership, maintenance Notes or financing payments of the VFN, the Receivables, the Trust Estate, the obligations hereunder or the funding of any Increases hereunder or amounts due under the other Transaction Documents, by an amount reasonably deemed by a material amount, then the Issuer agrees to pay such Affected Party to be material, thenIndemnified Party, on the first Settlement Payment Date which is not less than ten (10) Business Days at least 10 days after demand by such Affected Party through the Funding AgentIndemnified Party, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Indemnified Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenturereduced payments. (b) If any Affected Indemnified Party shall have determined that that, after the Closing Datedate hereof, the adoption of any applicable law or bank regulatory guideline regarding capital adequacyadequacy or consolidation of assets, or any change therein, or any change in the interpretation thereof by any Official BodyGovernmental Authority, or any directive regarding capital adequacy (in the case or consolidation of any bank regulatory guideline, whether or not having the force of law) assets of any such Official BodyGovernmental Authority, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s obligations hereunder 's investment in the Notes or with respect hereto to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Party to be that is material, then from time to time, the Issuer agrees to pay such Indemnified Party, on the first Settlement Payment Date which is not less than ten (10) Business Days at least 10 days after demand by any such Affected Party through the Funding AgentIndemnified Party, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance . (c) Any Indemnified Party who makes a demand for payment of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board increased costs or capital pursuant to SECTION 7.4(a) or (b) shall constitute an adoption, change, request or directive subject to this Section 9.2(b). In making demand hereunder, the applicable Affected Party shall submit promptly deliver to the Issuer a certificate as to setting forth in reasonable detail the computation of such increased costs incurred which shall provide in detail or capital and specifying the basis for therefor. In the absence of demonstrable error, such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, purposes. The amount demanded shall not relate to any period that no is earlier than the ninetieth day prior to the date of such Affected demand. Each Indemnified Party shall be required use reasonable efforts to disclose any confidential or tax planning information in mitigate the effect upon the Issuer of any such certificate. The parties hereto acknowledge and agree increased costs or capital requirements; PROVIDED, it shall not be obligated to take any action that all amounts payable it determines would be disadvantageous to it or inconsistent with its policies. (d) Notwithstanding the foregoing, the Issuer shall not be obligated to pay any amount under this Section 8.02(b) shall be payable by SECTION 7.4 unless and until the Issuer solely has funds available to the extent funds are available therefor pay any such amount in accordance with SECTION 4.2. Any such amount that the priority of payments set forth in Article V Issuer does not pay pursuant to the operation of the Base Indenturepreceding sentence shall not constitute a claim (as defined in Section 101 of Title 11 of the United States Code, as amended) against or obligation of the Issuer for any such insufficiency unless and until the Issuer has funds available to pay any such amount.

Indemnity for Reserves and Expenses. (a) If after the date ----------------------------------- hereof, the adoption of any law Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes:Law): (i1) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction DocumentsBasic Agreements, any Asset Purchase Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate Collateral or payments of amounts due hereunder or thereunder or its obligation to advance funds hereunder under any agreement or under otherwise in respect of this Agreement, the other Transaction DocumentsBasic Agreements, any Asset Purchase Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, or the Collateral; or (ii2) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction DocumentsBasic Agreements, any Asset Purchase Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, Collateral or payments of amounts due hereunder or thereunder or its obligation to advance funds hereunder under any agreement or otherwise in respect of this Note Agreement, the other Basic Agreements, any Asset Purchase Agreement Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, or the other Transaction Documents, Collateral; and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction DocumentsBasic Agreements, any Asset Purchase Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, Collateral and the obligations hereunder or the funding of any Increases hereunder or under the other Transaction Documentsand thereunder, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first Settlement next succeeding Distribution Date which is not less than ten (10) Business Days after demand by such Affected Party through the a Funding Agent, the Issuer Borrower shall pay to such Affected Party Funding Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party cost; provided that no such amount shall submit be payable with respect to any period -------- commencing more than two hundred seventy (270) days prior to the Issuer a certificate as date such Funding Agent first notifies the Borrower of its intention to demand compensation therefor under this Section 8.2(a); provided further that if such -------- ------- change in Law, rule or regulation giving rise to such increased costs incurred which shall provide in detail the basis for or reductions is retroactive, then such claim which certificate 270-day period shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required extended to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by include the Issuer solely to the extent funds are available therefor in accordance with the priority period of payments set forth in Article V of the Base Indentureretroactive effect thereof. (b) If any Affected Indemnified Party shall have determined that after the Closing Datedate hereof, the adoption of any applicable law Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s 's obligations hereunder or under any of the Basic Agreements, any Asset Purchase Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, or with respect hereto or thereto to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than within ten (10) Business Days days after demand by such Affected Party through the a Funding Agent, the Issuer Borrower shall pay to such Affected Party Funding Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance ; provided that no such -------- amount shall be payable with respect to any period commencing two hundred seventy (270) days prior to the date such Funding Agent first notifies the Borrower of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject its intention to demand compensation under this Section 9.2(b8.2(b). In making demand hereunder; provided further that if such change in Law, the applicable Affected Party shall submit rule or regulation giving rise to the Issuer a certificate as to -------- ------- such increased costs incurred or reductions is retroactive, then such 270-day period shall be extended to include the period of retroactive effect thereof. (c) The Administrative Agent, the Securities Intermediary and each Funding Agent will promptly notify the Borrower of any event of which shall provide in detail it has knowledge, occurring after the basis date hereof, which will entitle an Indemnified Party to compensation pursuant to this Article VIII. A notice by the Administrative Agent or a Funding Agent claiming compensation for such claim which certificate the benefit of an Indemnified Party under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes absent in the absence of manifest error; provided. In determining such amount, howeverthe Administrative Agent, that no the Securities Intermediary or such Affected Party shall be required to disclose Funding Agent may use any confidential or tax planning information in any such certificate. The parties hereto acknowledge reasonable averaging and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indentureattributing methods.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law or bank regulatory guideline or any amendment or change Change in the interpretation of any existing or future law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to TaxesLaw shall: (i) shall impose, impose or modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party (except any such reserve requirement reflected in the Funding Agent, any Purchaser Adjusted Eurocurrency Rate or any other liquidity and/or credit support provider of any Conduit Purchaser those for which payment has been made pursuant to Clause 2.17 (each, an “Affected Party”Mandatory Costs)); or (ii) or shall impose on any Affected Indemnified Party (or on the United States U.S. market for certificates of deposit or the London interbank market market) any other condition cost affecting or with respect to this Note Purchase Agreement, the Agreement or any other Transaction Documents, Document or Eurocurrency Loans made or maintained by such Indemnified Party (except those for which payment has been made pursuant to Clause 2.15 (Indemnity for Taxes) or 2.17 (Mandatory Costs)) or the ownership, maintenance or financing of the VFNLoans hereunder, the Receivables, the Trust Estate directly or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documentsindirectly; or (ii) imposes upon any Affected Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or the other Transaction Documents, and the result of any of the foregoing is shall be to increase the cost to such Affected Indemnified Party with respect of making or maintaining any Loan (or of maintaining its obligation to this Note Purchase Agreement, fund any such Loan) or to reduce the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, the obligations hereunder or the funding amount of any Increases hereunder sum received or under the other Transaction Documents, by an amount reasonably deemed receivable by such Affected Indemnified Party hereunder (whether of principal, interest or otherwise), or to be materialreduce the rate of return from a Loan or on an Indemnified Party’s overall capital, then, then on the first Settlement Date which is not less than ten tenth (1010th) Business Days after demand by such Affected Party through day immediately following notification thereof pursuant to Clause 2.14(d) the Funding Agent, the Issuer shall Borrower will pay to such Affected Indemnified Party such additional amount or amounts as will compensate such Affected Indemnified Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased additional costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenturereduction suffered. (b) If any Affected A certificate of an Indemnified Party shall have determined that after setting forth the Closing Date, the adoption of any applicable law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, the effect of reducing the rate of return on capital of such Affected Party as a consequence of such Affected Party’s obligations hereunder or with respect hereto to a level below that which such Affected Party could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Party to be material, then from time to time, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will necessary to compensate such Affected Indemnified Party for such reduction. For avoidance or its holding company, as applicable, as specified in clause (a) of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board this Clause 2.14 shall constitute an adoption, change, request or directive subject to this Section 9.2(b). In making demand hereunder, the applicable Affected Party shall submit be delivered to the Issuer a certificate as to such increased costs incurred which shall provide in detail Borrower and the basis for such claim which certificate Servicer and shall be conclusive and binding for all purposes absent manifest error; provided. (c) Promptly after any Indemnified Party has determined that it will make a request for compensation pursuant to this Clause 2.14, however, that no such Affected Indemnified Party shall notify the Borrower of such determination. Failure or delay on the part of any Indemnified Party to demand compensation pursuant to this Clause 2.14 shall not constitute a waiver of such Indemnified Party’s right to demand such compensation. (d) Notwithstanding anything in this Clause 2.14 to the contrary, the Borrower shall not be required to disclose pay to any confidential or tax planning information in Indemnified Party any such certificate. The parties hereto acknowledge and agree that all amounts payable under amount pursuant to this Section 8.02(b) shall be payable by the Issuer solely Clause 2.14 to the extent funds are available therefor (i) such amount has been fully and finally paid in accordance with the priority cash to such Indemnified Party pursuant to any other provision of payments set forth in Article V of the Base Indenturethis Agreement or any other Transaction Document or (ii) such amounts constitute Excluded Taxes.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes:Law): (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interest or the Receivables; or (ii) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interests or the Receivables, (iii) imposes on any Indemnified Party any other condition affecting the Transferred Interest (or the portion thereof held by such Indemnified Party), and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estateobligations hereunder, the obligations hereunder or the funding of any Increases Purchases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first Settlement Date which is not less than ten (10) Business Days after upon demand therefor by such Affected Indemnified Party through the its related Funding Agent, the Issuer Transferor shall pay to such Affected Party Funding Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture. (b) If any Affected Indemnified Party shall have determined in good faith that after the Closing Datedate hereof, the adoption of any applicable law Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than ten (10) Business Days after upon demand therefor by such Affected Indemnified Party through its Funding Agent which demand shall be accompanied by a certificate of such Indemnified Party setting forth the Funding Agentamount thereof, the Issuer Transferor shall pay to such Affected Party Funding Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 9.2(b). In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law Law or bank regulation or regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulation or regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulation or regulatory guideline, whether or not having the force of lawLaw), other than lawsLaws, interpretations, guidelines or directives relating to Taxestaxes: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents; or (ii) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interests or the Receivables; and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estateobligations hereunder, the obligations hereunder or the funding of any Increases Purchases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first Settlement Date which is not less than within ten (10) Business Days after demand by such Affected Indemnified Party through the Funding Administrative Agent, the Issuer Transferor shall pay to the Administrative Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts (other than with respect to taxes) as will compensate such Affected Indemnified Party for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than two hundred seventy (270) days prior to the date the Administrative Agent first notifies the Transferor of its intention to demand compensation therefor under this Section 2.21; provided further that if such change in Law, rule or regulation giving rise to such increased costs or reductions is retroactive, then such 270-day period shall be extended to include the period of retroactive effect thereof. In making demand hereunder, the applicable Affected Indemnified Party shall submit to the Issuer Transferor a certificate as to such increased costs incurred which shall provide in reasonable detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indentureclaim. (b) If any Affected Party shall have determined that after the Closing Date, the adoption of any applicable law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, the effect of reducing the rate of return on capital of such Affected Party as a consequence of such Affected Party’s obligations hereunder or with respect hereto to a level below that which such Affected Party could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Party to be material, then from time to time, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 9.2(b). In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any the Conduit Purchaser (each, an “Affected Party”) or shall impose on any Affected Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents; or (ii) imposes upon any Affected Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or the other Transaction Documents, and the result of any of the foregoing is to increase the cost to such Affected Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, the obligations hereunder or the funding of any Increases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Party to be material, then, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture. (b) If any Affected Party shall have determined that after the Closing Date, the adoption of any applicable law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, the effect of reducing the rate of return on capital of such Affected Party as a consequence of such Affected Party’s obligations hereunder or with respect hereto to a level below that which such Affected Party could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Party to be material, then from time to time, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 9.2(b8.02(b). In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law Law or bank regulation or regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulation or regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulation or regulatory guideline, whether or not having the force of lawLaw), other than lawsLaws, interpretations, guidelines or directives relating to Taxes: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents; or (ii) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoingforegoing to the extent attributable to this Agreement or any other Transaction Document) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interests or the Receivables; and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estateobligations hereunder, the obligations hereunder or the funding of any Increases Purchases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first Settlement Date which is not less than within ten (10) Business Days after demand by such Affected Indemnified Party through the Administrative Agent acting at the direction of the applicable Funding Agent, the Issuer Transferor shall pay to the Administrative Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts (other than with respect to taxes) as will compensate such Affected Indemnified Party for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 120 days prior to the date the Administrative Agent, acting at the direction of the applicable Funding Agent, first notifies the Transferor of its intention to demand compensation therefor under this Section 2.21; provided further that if such change in Law, rule or regulation giving rise to such increased costs or reductions is retroactive, then such 120-day period shall be extended to include the period of retroactive effect thereof if such demand is made within 60 days after such change is effective. In making demand hereunder, the applicable Affected Indemnified Party shall submit to the Issuer Transferor a certificate as to such increased costs incurred which shall provide in reasonable detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indentureclaim. (b) If any Affected Indemnified Party shall have determined that after the Closing Datedate hereof, the adoption of any applicable law Law or bank regulation or regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than within ten (10) Business Days after demand by such Affected Indemnified Party through the Administrative Agent acting at the direction of the applicable Funding Agent, the Issuer Transferor shall pay to the Administrative Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts (other than with respect to taxes) as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance ; provided that no such amount shall be payable with respect to any period commencing more than 120 days prior to the date the Administrative Agent first notifies the Transferor of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject its intention to demand compensation therefor under this Section 9.2(b2.21(b); provided further that if such change in Law, rule or regulation giving rise to such increased costs or reductions is retroactive, then such 120-day period shall be extended to include the period of retroactive effect thereof if such demand is made within 60 days after such change is effective. In making demand hereunder, the applicable Affected Indemnified Party shall submit to the Issuer Transferor a certificate as to such increased costs incurred which shall provide in reasonable detail the basis for such claim which certificate claim. (c) Anything in this Section 2.21 to the contrary notwithstanding, if any CP Conduit Purchaser enters into agreements for the acquisition of interests in receivables from one or more Other Transferors, such CP Conduit Purchaser shall be conclusive equitably allocate the liability for any amounts under this Section 2.21 (“Section 2.21 Costs”) to the Transferor and binding for all purposes absent manifest erroreach Other Transferor; provided, however, that no if such Affected Party Section 2.21 Costs are attributable to the Transferor and not attributable to any Other Transferor, the Transferor shall be required solely liable for such Section 2.21 Costs or if such Section 2.21 Costs are attributable to disclose any confidential or tax planning information in any Other Transferors and not attributable to the Transferor, such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) Other Transferors shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indentureliable for such Section 2.21 Costs.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) or shall impose on any Affected Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents; or (ii) imposes upon any Affected Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or the other Transaction Documents, and the result of any of the foregoing is to increase the cost to such Affected Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, the obligations hereunder or the funding of any Increases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Party to be material, then, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture. (b) If any Affected Party shall have determined that after the Closing Date, the adoption of any applicable law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, the effect of reducing the rate of return on capital of such Affected Party as a consequence of such Affected Party’s obligations hereunder or with respect hereto to a level below that which such Affected Party could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Party to be material, then from time to time, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 9.2(b). In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes:Law): (i1) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction DocumentsBasic Agreements, any Asset Purchase Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate Collateral or payments of amounts due hereunder or thereunder or its obligation to advance funds hereunder under any agreement or under otherwise in respect of this Agreement, the other Transaction DocumentsBasic Agreements, any Asset Purchase Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, or the Collateral; or (ii2) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction DocumentsBasic Agreements, any Asset Purchase Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, Collateral or payments of amounts due hereunder or thereunder or its obligation to advance funds hereunder under any agreement or otherwise in respect of this Note Agreement, the other Basic Agreements, any Asset Purchase Agreement Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, or the other Transaction Documents, Collateral; and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction DocumentsBasic Agreements, any Asset Purchase Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, Collateral and the obligations hereunder or the funding of any Increases hereunder or under the other Transaction Documentsand thereunder, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first Settlement next succeeding Distribution Date which is not less than ten (10) Business Days after demand by such Affected Party through the a Funding Agent, the Issuer Borrower shall pay to such Affected Party Funding Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party cost; PROVIDED that no such amount shall submit be payable with respect to any period commencing more than two hundred seventy (270) days prior to the Issuer a certificate as date such Funding Agent first notifies the Borrower of its intention to demand compensation therefor under this Section 8.2(a); PROVIDED, FURTHER, that if such change in Law, rule or regulation giving rise to such increased costs incurred which shall provide in detail the basis for or reductions is retroactive, then such claim which certificate 270-day period shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required extended to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by include the Issuer solely to the extent funds are available therefor in accordance with the priority period of payments set forth in Article V of the Base Indentureretroactive effect thereof. (b) If any Affected Indemnified Party shall have determined that after the Closing Datedate hereof, the adoption of any applicable law Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s 's obligations hereunder or under any of the Basic Agreements, any Asset Purchase Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, or with respect hereto or thereto to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than within ten (10) Business Days days after demand by such Affected Party through the a Funding Agent, the Issuer Borrower shall pay to such Affected Party Funding Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance ; PROVIDED that no such amount shall be payable with respect to any period commencing two hundred seventy (270) days prior to the date such Funding Agent first notifies the Borrower of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject its intention to demand compensation under this Section 9.2(b8.2(b). In making demand hereunder; PROVIDED, the applicable Affected Party shall submit to the Issuer a certificate as FURTHER, that if such change in Law, rule or regulation giving rise to such increased costs incurred or reductions is retroactive, then such 270-day period shall be extended to include the period of retroactive effect thereof. (c) The Administrative Agent, the Securities Intermediary and each Funding Agent will promptly notify the Borrower of any event of which shall provide in detail it has knowledge, occurring after the basis date hereof, which will entitle an Indemnified Party to compensation pursuant to this Article VIII. A notice by the Administrative Agent or a Funding Agent claiming compensation for such claim which certificate the benefit of an Indemnified Party under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes absent in the absence of manifest error; provided. In determining such amount, howeverthe Administrative Agent, that no the Securities Intermediary or such Affected Party shall be required to disclose Funding Agent may use any confidential or tax planning information in any such certificate. The parties hereto acknowledge reasonable averaging and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indentureattributing methods.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law or bank regulatory guideline or any amendment or change Change in the interpretation of any existing or future law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to TaxesLaw shall: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party (except any such reserve requirement reflected in the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser Adjusted Eurocurrency Rate); or (each, an “Affected Party”ii) or shall impose on any Affected Indemnified Party (or on the United States U.S. market for certificates of deposit or the London interbank market market) any other condition or expense affecting or with respect to this Note Purchase Agreement, the any Program Support Agreement or any other Transaction Documents, Document or Eurocurrency Tranches made or maintained by such Indemnified Party (except those for which payment has been made pursuant to Section 2.15 (Indemnity for Taxes)) or the ownership, maintenance or financing of the VFNInvestments hereunder, the Receivablesdirectly or indirectly, the Trust Estate or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documentsany Program Support Agreement; or (ii) imposes upon any Affected Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or the other Transaction Documents, and the result of any of the foregoing is shall be to increase the cost to such Affected Indemnified Party with respect of making or maintaining any Tranche (or of maintaining its obligation to this Note Purchase fund any such Tranche or its obligations under any Program Support Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, the obligations hereunder or the funding of any Increases hereunder or under the other Transaction Documents, ) by an amount reasonably deemed that such Indemnified Party deems to be material or to reduce the amount of any sum received or receivable by such Affected Indemnified Party to be materialhereunder (whether of principal, thenyield or otherwise), then on the first Settlement Date which is not less than ten tenth (1010th) Business Days after demand by such Affected Party through day immediately following notification thereof pursuant to Section 2.14(d) the Funding Agent, the Issuer shall Seller will pay to such Affected Indemnified Party such additional amount or amounts as will compensate such Affected Indemnified Party for such increased cost additional costs incurred or reductionreduction suffered. In making demand hereunderNotwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements, regulations and legislation and directives promulgated by the Bank for International Settlements, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose Basel Committee on Banking Supervision (or any confidential successor or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(asimilar authority) shall be payable or by the Issuer solely United States, the European Union or foreign regulatory authorities, in each case pursuant to Basel III and (ii) the extent funds Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines and directives promulgated thereunder, are available therefor in accordance with deemed to have been introduced or adopted after the priority of payments set forth in Article V Amendment Effective Date, regardless of the Base Indenturedate enacted or adopted. (b) If any Affected Indemnified Party shall have determined determines that after the Closing Date, the adoption of any applicable law or bank regulatory guideline Change in Law regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, requirements has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on such Indemnified Party’s capital or on the capital of such Affected Party Indemnified Party’s holding company, if any, as a consequence of this Agreement, any Program Support Agreement or the Investments made or acquired by such Affected Indemnified Party’s obligations hereunder or with respect hereto , to a level below that which such Affected Indemnified Party or holding company could have achieved but for such adoption, change, request or directive Change in Law (taking into consideration its such Indemnified Party’s policies and the policies of such Indemnified Party’s holding company with respect to capital adequacy) by an amount reasonably deemed by that such Affected Indemnified Party deems to be material, then from time to time, on the first Settlement Date which is not less than ten tenth (1010th) Business Days after demand by such Affected Party through day immediately following notification thereof pursuant to Section 2.14(d) the Funding Agent, the Issuer shall Seller will pay to such Affected Indemnified Party such additional amount or amounts as will compensate such Affected Indemnified Party or such Indemnified Party’s holding company for any such reduction. For avoidance reduction suffered; provided, that the Seller shall not be required to compensate an Indemnified Party pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Indemnified Party notifies the Seller and the Master Servicer of doubtsuch Indemnified Party’s intention to claim compensation therefor; and provided, further, that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. (c) A certificate of an Indemnified Party setting forth the amount or amounts necessary to compensate such Indemnified Party or its holding company, as applicable, as specified in clause (a) or (b) of this Section 2.14 shall be delivered to the Seller and the Master Servicer and shall be conclusive absent manifest error. (d) Promptly after any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, Indemnified Party has determined that it will make a request or directive subject for compensation pursuant to this Section 9.2(b)2.14, such Indemnified Party shall notify the Seller and the Master Servicer of such determination. In making Except as otherwise provided in clause (b) of this Section 2.14, failure or delay on the part of any Indemnified Party to demand hereundercompensation pursuant to this Section 2.14 shall not constitute a waiver of such Indemnified Party’s right to demand such compensation. (e) Notwithstanding anything in this Section 2.14 to the contrary, the applicable Affected Party Seller shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall not be required to disclose pay to any confidential or tax planning information in Indemnified Party any such certificate. The parties hereto acknowledge and agree that all amounts payable under amount pursuant to this Section 8.02(b) shall be payable by the Issuer solely 2.14 to the extent funds are available therefor (i) such amount has been fully and finally paid in accordance with the priority cash to such Indemnified Party pursuant to any other provision of payments set forth in Article V of the Base Indenturethis Agreement or any other Transaction Document or (ii) such amounts constitute Excluded Taxes.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law Law or bank regulation or regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulation or regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulation or regulatory guideline, whether or not having the force of lawLaw), other than lawsLaws, interpretations, guidelines or directives relating to Taxes: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction RECEIVABLES TRANSFER AGREEMENT Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents; or (ii) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interests or the Receivables; and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estateobligations hereunder, the obligations hereunder or the funding of any Increases Purchases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first Settlement Date which is not less than within ten (10) Business Days after demand by such Affected Indemnified Party through the Administrative Agent, acting at the direction of the applicable Funding Agent, the Issuer Transferor shall pay to the Administrative Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts (other than with respect to taxes) as will compensate such Affected Indemnified Party for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than two hundred seventy (270) days prior to the date the Administrative Agent, acting at the direction of the applicable Funding Agent, first notifies the Transferor of its intention to demand compensation therefor under this Section 2.21; provided further that if such change in Law, rule or regulation giving rise to such increased costs or reductions is retroactive, then such 270-day period shall be extended to include the period of retroactive effect thereof. In making demand hereunder, the applicable Affected Indemnified Party shall submit to the Issuer Transferor a certificate as to such increased costs incurred which shall provide in reasonable detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indentureclaim. (b) If any Affected Indemnified Party shall have determined that after the Closing Datedate hereof, the adoption of any applicable law Law or bank regulation or regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than within ten (10) Business Days after demand by such Affected Indemnified Party through the Administrative Agent, acting at the direction of the applicable Funding Agent, the Issuer Transferor shall pay to the Administrative Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts (other than with respect to taxes) as will compensate such Affected Indemnified Party (or its parent) for such RECEIVABLES TRANSFER AGREEMENT reduction. For avoidance ; provided that no such amount shall be payable with respect to any period commencing more than two hundred seventy (270) days prior to the date the Administrative Agent first notifies the Transferor of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject its intention to demand compensation therefor under this Section 9.2(b2.21(b); provided further that if such change in Law, rule or regulation giving rise to such increased costs or reductions is retroactive, then such 270-day period shall be extended to include the period of retroactive effect thereof. In making demand hereunder, the applicable Affected Indemnified Party shall submit to the Issuer Transferor a certificate as to such increased costs incurred which shall provide in reasonable detail the basis for such claim which certificate claim. (c) Anything in this Section 2.21 to the contrary notwithstanding, if any CP Conduit Purchaser enters into agreements for the acquisition of interests in receivables from one or more Other Transferors, such CP Conduit Purchaser shall be conclusive equitably allocate the liability for any amounts under this Section 2.21 ("Section 2.21 Costs") to the Transferor and binding for all purposes absent manifest erroreach Other Transferor; provided, however, that no if such Affected Party Section 2.21 Costs are attributable to the Transferor and not attributable to any Other Transferor, the Transferor shall be required solely liable for such Section 2.21 Costs or if such Section 2.21 Costs are attributable to disclose any confidential or tax planning information in any Other Transferors and not attributable to the Transferor, such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) Other Transferors shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.liable for such Section 2.21

Indemnity for Reserves and Expenses. (a) If after the date ----------------------------------- hereof, the adoption of any law Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes:Law): (i1) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction DocumentsBasic Agreements, any Asset Purchase Agreement, any liquidity agreement between the CP Lender and one or more financial institutions relating to this Agreement, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate Collateral or payments of amounts due hereunder or thereunder or its obligation to advance funds hereunder under any agreement or under otherwise in respect of this Agreement, the other Transaction DocumentsBasic Agreements, any Asset Purchase Agreement, any liquidity agreement between the CP Lender and one or more financial institutions relating to this Agreement, or the Collateral; or (ii2) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction DocumentsBasic Agreements, any Asset Purchase Agreement, any liquidity agreement between the CP Lender and one or more financial institutions relating to this Agreement, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, Collateral or payments of amounts due hereunder or thereunder or its obligation to advance funds hereunder under any agreement or otherwise in respect of this Note Agreement, the other Basic Agreements, any Asset Purchase Agreement Agreement, any liquidity agreement between the CP Lender and one or more financial institutions relating to this Agreement, or the other Transaction Documents, Collateral; and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction DocumentsBasic Agreements, any Asset Purchase Agreement, any liquidity agreement between the CP Lender and one or more financial institutions relating to this Agreement, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, Collateral and the obligations hereunder or the funding of any Increases hereunder or under the other Transaction Documentsand thereunder, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first Settlement next succeeding Distribution Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Administrative Agent, the Issuer Borrower shall pay to the Administrative Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party cost; provided that no such amount shall submit be payable with respect to any period -------- commencing more than two hundred seventy (270) days prior to the Issuer a certificate as date the Administrative Agent first notifies the Borrower of its intention to demand compensation therefor under this Section 8.2(a); provided further that if such -------------- -------- ------- change in Law, rule or regulation giving rise to such increased costs incurred which shall provide in detail the basis for or reductions is retroactive, then such claim which certificate 270-day period shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required extended to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by include the Issuer solely to the extent funds are available therefor in accordance with the priority period of payments set forth in Article V of the Base Indentureretroactive effect thereof. (b) If any Affected Indemnified Party shall have determined that after the Closing Datedate hereof, the adoption of any applicable law Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s 's obligations hereunder or under any of the Basic Agreements, any Asset Purchase Agreement, any liquidity agreement between the CP Lender and one or more financial institutions relating to this Agreement, or with respect hereto or thereto to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration consider- ation its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than within ten (10) Business Days days after demand by such Affected Party through the Funding Administrative Agent, the Issuer Borrower shall pay to the Administrative Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance ; provided that no such amount shall be payable with -------- respect to any period commencing two hundred seventy (270) days prior to the date the Administrative Agent first notifies the Borrower of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject its intention to demand compensation under this Section 9.2(b8.2(b). In making demand hereunder; provided further that if such -------------- -------- ------- change in Law, the applicable Affected Party shall submit to the Issuer a certificate as rule or regulation giving rise to such increased costs incurred or reductions is retroactive, then such 270-day period shall be extended to include the period of retroactive effect thereof. (c) The Administrative Agent and the Securities Intermediary will promptly notify the Borrower of any event of which shall provide in detail it has knowledge, occurring after the basis date hereof, which will entitle an Indemnified Party to compensation pursuant to this Article VIII. A notice by the Administrative Agent claiming compensation ------------ for such claim which certificate the benefit of an Indemnified Party under this Article VIII and setting ------------ forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes absent in the absence of manifest error; provided. In determining such amount, however, that no such Affected Party shall be required to disclose the Administrative Agent or the Securities Intermediary may use any confidential or tax planning information in any such certificate. The parties hereto acknowledge reasonable averaging and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indentureattributing methods.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes:Law): (i1) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction DocumentsBasic Agreements, any Asset Purchase Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate Collateral or payments of amounts due hereunder or thereunder or its obligation to advance funds hereunder under any agreement or under otherwise in respect of this Agreement, the other Transaction DocumentsBasic Agreements, any Asset Purchase Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, or the Collateral; or (ii2) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction DocumentsBasic Agreements, any Asset Purchase Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, Collateral or payments of amounts due hereunder or thereunder or its obligation to advance funds hereunder under any agreement or otherwise in respect of this Note Agreement, the other Basic Agreements, any Asset Purchase Agreement Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, or the other Transaction Documents, Collateral; and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction DocumentsBasic Agreements, any Asset Purchase Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, Collateral and the obligations hereunder or the funding of any Increases hereunder or under the other Transaction Documentsand thereunder, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first Settlement next succeeding Distribution Date which is not less than ten (10) Business Days after demand by such Affected Party through the a Funding Agent, the Issuer Borrower shall pay to such Affected Party Funding Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party cost; PROVIDED that no such amount shall submit be payable with respect to any period commencing more than two hundred seventy (270) days prior to the Issuer a certificate as date such Funding Agent first notifies the Borrower of its intention to demand compensation therefor under this Section 8.2(a); PROVIDED FURTHER that if such change in Law, rule or regulation giving rise to such increased costs incurred which shall provide in detail the basis for or reductions is retroactive, then such claim which certificate 270-day period shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required extended to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by include the Issuer solely to the extent funds are available therefor in accordance with the priority period of payments set forth in Article V of the Base Indentureretroactive effect thereof. (b1) If any Affected Indemnified Party shall have determined that after the Closing Datedate hereof, the adoption of any applicable law Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s 's obligations hereunder or under any of the Basic Agreements, any Asset Purchase Agreement, any liquidity agreement between a CP Lender and one or more financial institutions relating to this Agreement, or with respect hereto or thereto to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than within ten (10) Business Days days after demand by such Affected Party through the a Funding Agent, the Issuer Borrower shall pay to such Affected Party Funding Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance ; PROVIDED that no such amount shall be payable with respect to any period commencing two hundred seventy (270) days prior to the date such Funding Agent first notifies the Borrower of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject its intention to demand compensation under this Section 9.2(b8.2(b). In making demand hereunder; PROVIDED FURTHER that if such change in Law, the applicable Affected Party shall submit to the Issuer a certificate as rule or regulation giving rise to such increased costs incurred or reductions is retroactive, then such 270-day period shall be extended to include the period of retroactive effect thereof. (2) The Administrative Agent and each Funding Agent will promptly notify the Borrower of any event of which shall provide in detail it has knowledge, occurring after the basis date hereof, which will entitle an Indemnified Party to compensation pursuant to this Article VIII. A notice by the Administrative Agent or a Funding Agent claiming compensation for such claim which certificate the benefit of an Indemnified Party under this Article VIII and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes absent in the absence of manifest error; provided. In determining such amount, however, that no the Administrative Agent or such Affected Party shall be required to disclose Funding Agent may use any confidential or tax planning information in any such certificate. The parties hereto acknowledge reasonable averaging and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indentureattributing methods.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law or bank regulatory guideline by any Official Body Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, by the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit the Purchaser (each, an “Affected Party”) or shall impose on any Affected Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Series 2007-A Note Purchase Agreement, the other Series 2007-A Transaction Documents, the ownership, maintenance or financing of the VFNNotes, the ReceivablesLoans, the any other Trust Estate Assets or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Series 2007-A Transaction Documents; or (ii) imposes upon any Affected Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Series 2007-A Note Purchase Agreement, the other Series 2007-A Transaction Documents, the ownership, maintenance or financing of the VFNNotes, the ReceivablesLoans, the any other Trust EstateAssets, or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Series 2007-A Note Purchase Agreement or the other Series 2007-A Transaction Documents, and the result of any of the foregoing is to increase the cost to such Affected Party with respect to this Series 2007-A Note Purchase Agreement, the other Series 2007-A Transaction Documents, the ownership, maintenance or financing of the VFNNotes, the ReceivablesLoans, the any other Trust EstateAssets, the obligations hereunder or hereunder, the funding of any Increases hereunder or under the other Series 2007-A Transaction Documents, by an amount reasonably deemed by such Affected Party to be material, then, on the first Settlement Payment Date which is not less than ten three (103) Business Days after demand by such Affected Party through the Funding AgentPurchaser, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such increased cost or reduction. In , making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be deemed conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture. (b) If any Affected Party shall have determined that after the Series 2007-A Closing Date, the adoption of any applicable law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official BodyGovernmental Authority, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official BodyGovernmental Authority, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, the effect of reducing the rate of return on capital of such Affected Party as a consequence of such Affected Party’s obligations hereunder or with respect hereto to a level below that which such Affected Party could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Party to be material, then from time to time, on the first Settlement Payment Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding AgentPurchaser, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 9.2(b). In making demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be deemed conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law or bank regulatory guideline or any amendment or change Change in the interpretation of any existing or future law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to TaxesLaw shall: (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party (except any such reserve requirement reflected in the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser Adjusted Eurocurrency Rate); or (each, an “Affected Party”ii) or shall impose on any Affected Indemnified Party (or on the United States U.S. market for certificates of deposit or the London interbank market market) any other condition or expense affecting or with respect to this Note Purchase Agreement, the any Program Support Agreement or any other Transaction Documents, Document or Eurocurrency Tranches made or maintained by such Indemnified Party 949049213.2 (except those for which payment has been made pursuant to Section 2.15 (Indemnity for Taxes)) or the ownership, maintenance or financing of the VFNInvestments hereunder, the Receivablesdirectly or indirectly, the Trust Estate or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documentsany Program Support Agreement; or (ii) imposes upon any Affected Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or the other Transaction Documents, and the result of any of the foregoing is shall be to increase the cost to such Affected Indemnified Party with respect of making or maintaining any Tranche (or of maintaining its obligation to this Note Purchase fund any such Tranche or its obligations under any Program Support Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, the obligations hereunder or the funding of any Increases hereunder or under the other Transaction Documents, ) by an amount reasonably deemed that such Indemnified Party deems to be material or to reduce the amount of any sum received or receivable by such Affected Indemnified Party to be materialhereunder (whether of principal, thenyield or otherwise), then on the first Settlement Date which is not less than ten tenth (1010th) Business Days after demand by such Affected Party through day immediately following notification thereof pursuant to Section 2.14(d) the Funding Agent, the Issuer shall Seller will pay to such Affected Indemnified Party such additional amount or amounts as will compensate such Affected Indemnified Party for such increased cost additional costs incurred or reductionreduction suffered. In making demand hereunderNotwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements, regulations and legislation and directives promulgated by the Bank for International Settlements, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required to disclose Basel Committee on Banking Supervision (or any confidential successor or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(asimilar authority) shall be payable or by the Issuer solely United States, the European Union or foreign regulatory authorities, in each case pursuant to Basel III and (ii) the extent funds Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines and directives promulgated thereunder, are available therefor in accordance with deemed to have been introduced or adopted after the priority of payments set forth in Article V Amendment and Restatement Effective Date, regardless of the Base Indenturedate enacted or adopted. (b) If any Affected Indemnified Party shall have determined determines that after the Closing Date, the adoption of any applicable law or bank regulatory guideline Change in Law regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, requirements has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on such Indemnified Party’s capital or on the capital of such Affected Party Indemnified Party’s holding company, if any, as a consequence of this Agreement, any Program Support Agreement or the Investments made or acquired by such Affected Indemnified Party’s obligations hereunder or with respect hereto , to a level below that which such Affected Indemnified Party or holding company could have achieved but for such adoption, change, request or directive Change in Law (taking into consideration its such Indemnified Party’s policies and the policies of such Indemnified Party’s holding company with respect to capital adequacy) by an amount reasonably deemed by that such Affected Indemnified Party deems to be material, then from time to time, on the first Settlement Date which is not less than ten tenth (1010th) Business Days after demand by such Affected Party through day immediately following notification thereof pursuant to Section 2.14(d) the Funding Agent, the Issuer shall Seller will pay to such Affected Indemnified Party such additional amount or amounts as will compensate such Affected Indemnified Party or such Indemnified Party’s holding company for any such reduction. For avoidance reduction suffered; provided, that the Seller shall not be required to compensate an Indemnified Party pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Indemnified Party notifies the Seller and the Master Servicer of doubtsuch Indemnified Party’s intention to claim compensation therefor; and provided, further, that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. (c) A certificate of an Indemnified Party setting forth the amount or amounts necessary to compensate such Indemnified Party or its holding company, as 949049213.2 applicable, as specified in clause (a) or (b) of this Section 2.14 shall be delivered to the Seller and the Master Servicer and shall be conclusive absent manifest error. (d) Promptly after any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, Indemnified Party has determined that it will make a request or directive subject for compensation pursuant to this Section 9.2(b)2.14, such Indemnified Party shall notify the Seller and the Master Servicer of such determination. In making Except as otherwise provided in clause (b) of this Section 2.14, failure or delay on the part of any Indemnified Party to demand hereundercompensation pursuant to this Section 2.14 shall not constitute a waiver of such Indemnified Party’s right to demand such compensation. (e) Notwithstanding anything in this Section 2.14 to the contrary, the applicable Affected Party Seller shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall not be required to disclose pay to any confidential or tax planning information in Indemnified Party any such certificate. The parties hereto acknowledge and agree that all amounts payable under amount pursuant to this Section 8.02(b) shall be payable by the Issuer solely 2.14 to the extent funds are available therefor (i) such amount has been fully and finally paid in accordance with the priority cash to such Indemnified Party pursuant to any other provision of payments set forth in Article V of the Base Indenturethis Agreement or any other Transaction Document or (ii) such amounts constitute Excluded Taxes.

Indemnity for Reserves and Expenses. (a) If after ----------------------------------- the date hereof, the adoption of any law Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes:Law): (i) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interest or the Receivables; or (ii) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estate, Receivables or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Transferred Interests or the Receivables, and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFNTransferred Interest, the Receivables, the Trust Estateobligations hereunder, the obligations hereunder or the funding of any Increases Purchases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first Settlement Date which is not less than within ten (10) Business Days days after demand by such Affected Indemnified Party through the Funding Agent, the Issuer Transferor shall pay to the Funding Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party ; provided that no such amount shall submit be payable with respect to -------- any period commencing more than two hundred seventy (270) days prior to the Issuer a certificate as date the Funding Agent first notifies the Transferor of its intention to demand compensation therefor under this Section 8.2(a); provided further that if such -------- ------- change in Law, rule or regulation giving rise to such increased costs incurred which shall provide in detail the basis for or reductions is retroactive, then such claim which certificate 270-day period shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required extended to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by include the Issuer solely to the extent funds are available therefor in accordance with the priority period of payments set forth in Article V of the Base Indentureretroactive effect thereof. (b) If any Affected Indemnified Party shall have determined that after the Closing Datedate hereof, the adoption of any applicable law Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than within ten (10) Business Days days after demand by such Affected Indemnified Party through the Funding Agent, the Issuer Transferor shall pay to the Funding Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance ; provided that no such amount shall be payable with respect to -------- any period commencing more than two hundred seventy (270) days prior to the date the Funding Agent first notifies the Transferor of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject its intention to demand compensation therefor under this Section 9.2(b8.2(a). In making demand hereunder; provided further that if such ---------------- change in Law, the applicable Affected Party shall submit to the Issuer a certificate as rule or regulation giving rise to such increased costs incurred which shall provide in detail the basis for or reductions is retroactive, then such claim which certificate 270-day period shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required extended to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b) shall be payable by include the Issuer solely to the extent funds are available therefor in accordance with the priority period of payments set forth in Article V of the Base Indentureretroactive effect thereof.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law or bank regulatory guideline or any amendment change in any Law or change in the interpretation of any existing or future law application thereof or bank regulatory guideline compliance by any Official Body charged with the administration, interpretation or application thereof, or the compliance Indemnified Party with any request or directive of any Official Body (whether or not having the force of law), ) from any central bank or other Official Body made subsequent to the date hereof (other than laws, interpretations, guidelines or directives relating any such change that relates to Taxes:, which are governed by Section 2.14): (i) does or shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets ofheld by, or deposits with or other liabilities in or for the account of, advances or loans or purchases by, or other credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider acquisition of funds by, any Conduit Purchaser (each, an “Affected Party”) or shall impose on any Affected office of such Indemnified Party or on which are not otherwise covered by the United States market adjustment to the Eurodollar Rate for certificates the Eurodollar Rate Reserve Percentage as contemplated by the definition of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents"Adjusted Eurodollar Rate"; or (ii) imposes upon any Affected does or shall impose on such Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or the other Transaction Documents, any Receivable Interest or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Affected Indemnified Party of making or maintaining Receivable Interests (or of maintaining its obligation to make any such Receivable Interest) or to reduce any amount sum received or receivable by such Indemnified Party hereunder, then, in any such case, the Seller shall promptly pay such Indemnified Party, upon demand from such Indemnified Party, any additional amounts necessary to compensate such Indemnified Party for such additional costs or reduction suffered which such Indemnified Party reasonably deems to be material as determined by such Indemnified Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, the obligations hereunder or the funding of any Increases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Party to be material, then, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such increased cost or reductionits Receivable Interests. In making demand hereunder, the applicable Affected Party shall submit to the Issuer a A certificate as to any additional amounts payable pursuant to this subsection submitted by such increased costs incurred which shall provide Indemnified Party, through its Managing Agent, to the Seller setting forth, in detail reasonable detail, the basis for such claim which certificate and the calculation thereof, shall be conclusive and binding for all purposes absent in the absence of manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture. (b) If any Affected Indemnified Party shall have determined that after the Closing Date, the adoption of any applicable law Law or bank regulatory guideline regarding capital adequacy, adequacy or any change therein, or any change in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s 's obligations hereunder or with respect hereto or otherwise as a consequence of the transactions contemplated hereby to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than ten (10) Business Days within fifteen days after demand by such Affected Indemnified Party through the Funding its Managing Agent, the Issuer Seller shall pay to such Affected Party Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance A certificate as to any additional amounts payable pursuant to this subsection submitted by such Indemnified Party, through its Managing Agent, to the Seller setting forth, in reasonable detail, the basis for and the calculation thereof, shall be conclusive in the absence of doubt, manifest error. (c) Failure or delay on the part of any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject Indemnified Party to demand compensation pursuant to this Section 9.2(b). In making 2.13 shall not constitute a waiver of such Indemnified Party's right to demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest errorcompensation; provided, however, that no such Affected Party the Seller shall not be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under compensate an Indemnified Party pursuant to this Section 8.02(b) 2.13 for any increased costs or reductions incurred more than 180 days prior to the date that such Indemnified Party notifies the Seller of the change, event or circumstance giving rise to such increased costs or reductions and of such Lender's or the Issuing Bank's intention to claim compensation therefor; provided, further, that, if the change giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be payable by extended to include the Issuer solely period of retroactive effect thereof. (d) Upon the occurrence of an Accounting Based Consolidation Event (as defined the Purchaser Fee Letter) in relation to any Conduit Purchaser, the extent funds are available therefor Seller shall be obligated to pay the Accounting Based Consolidation Event Fee (as defined therein) in accordance with the priority of payments set forth in Article V of the Base Indentureterms thereof.

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law Law or bank regulatory guideline or any amendment or change in the interpretation of any existing or future law Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of law), other than laws, interpretations, guidelines or directives relating to Taxes:Law): (i1) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider of any Conduit Purchaser (each, an “Affected Party”) Indemnified Party or shall impose on any Affected Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction DocumentsBasic Agreements, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate Collateral or payments of amounts due hereunder or thereunder or its obligation to advance funds hereunder under any agreement or under otherwise in respect of this Agreement, the other Transaction DocumentsBasic Agreements or the Collateral; or (ii2) imposes upon any Affected Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ ' fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Note Purchase Agreement, the other Transaction DocumentsBasic Agreements, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, Collateral or payments of amounts due hereunder or thereunder or its obligation to advance funds hereunder under any agreement or otherwise in respect of this Note Purchase Agreement Agreement, the other Basic Agreements or the other Transaction Documents, Collateral; and the result of any of the foregoing is to increase the cost to such Affected Indemnified Party with respect to this Note Purchase Agreement, the other Transaction DocumentsBasic Agreements, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, Collateral and the obligations hereunder or the funding of any Increases hereunder or under the other Transaction Documentsand thereunder, by an amount reasonably deemed by such Affected Indemnified Party to be material, then, on the first Settlement next succeeding Distribution Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer Borrower shall pay to the Funding Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party for such increased cost or reduction. In making demand hereunder, the applicable Affected Party cost; PROVIDED that no such amount shall submit be payable with respect to any period commencing more than two hundred seventy (270) days prior to the Issuer a certificate as date the Funding Agent first notifies the Borrower of its intention to demand compensation therefor under this Section 4.2(a); PROVIDED FURTHER that if such change in Law, rule or regulation giving rise to such increased costs incurred which shall provide in detail the basis for or reductions is retroactive, then such claim which certificate 270-day period shall be conclusive and binding for all purposes absent manifest error; provided, however, that no such Affected Party shall be required extended to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by include the Issuer solely to the extent funds are available therefor in accordance with the priority period of payments set forth in Article V of the Base Indentureretroactive effect thereof. (b) If any Affected Indemnified Party shall have determined that after the Closing Datedate hereof, the adoption of any applicable law Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation thereof by any Official Body, or any directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s 's obligations hereunder or with respect hereto to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than within ten (10) Business Days days after demand by such Affected Party through the Funding Agent, the Issuer Borrower shall pay to the Funding Agent, for the benefit of such Affected Party Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance ; PROVIDED that no such amount shall be payable with respect to any period commencing two hundred seventy (270) days prior to the date the Funding Agent first notifies the Borrower of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject its intention to demand compensation under this Section 9.2(b4.2(b). In making demand hereunder; PROVIDED FURTHER that if such change in Law, the applicable Affected Party shall submit to the Issuer a certificate as rule or regulation giving rise to such increased costs incurred or reductions is retroactive, then such 270-day period shall be extended to include the period of retroactive effect thereof. (c) The Funding Agent will promptly notify the Borrower of any event of which shall provide in detail it has knowledge, occurring after the basis date hereof, which will entitle an Indemnified Party to compensation pursuant to this Article IV. A notice by the Funding Agent claiming compensation for such claim which certificate the benefit of an Indemnified Party under this Article IV and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes absent in the absence of manifest error; provided. In determining such amount, howeverthe Funding Agent may use any reasonable averaging and attributing methods. (d) Anything in this Section 4.2 to the contrary notwithstanding, that no such Affected Party if PARCO enters into agreements for the acquisition of interests in receivables from one or more Other Transferors, PARCO shall be required to disclose allocate the liability for any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(b4.2 ("SECTION 4.2 COSTS") ratably to the Borrower and each Other Transferor; and PROVIDED, FURTHER, that if such Section 4.2 Costs are attributable to the Borrower and not attributable to any Other Transferor, the Borrower shall be payable by the Issuer solely liable for such Section 4.2 Costs or if such Section 4.2 Costs are attributable to Other Transferors and not attributable to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture.Borrower, such Other Transferors shall be solely liable for such Section 4.2

Indemnity for Reserves and Expenses. (a) If after the date hereof, the adoption of any law or bank regulatory guideline or any amendment change in any Law or change in the interpretation of any existing or future law application thereof or bank regulatory guideline compliance by any Official Body charged with the administration, interpretation or application thereof, or the compliance Indemnified Party with any request or directive of any Official Body (whether or not having the force of law), ) from any central bank or other Official Body made subsequent to the date hereof (other than laws, interpretations, guidelines or directives relating any such change that relates to Taxes:, which are governed by Section 2.14): (i) does or shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets ofheld by, or deposits with or other liabilities in or for the account of, advances or loans or purchases by, or other credit extended by, the Funding Agent, any Purchaser or any other liquidity and/or credit support provider acquisition of funds by, any Conduit Purchaser (each, an office of such Indemnified Party which are not otherwise covered by the adjustment to the Eurodollar Rate for the Eurodollar Rate Reserve Percentage as contemplated by the definition of “Affected PartyAdjusted Eurodollar Rate”) or shall impose on any Affected Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate or payments of amounts due hereunder or its obligation to advance funds hereunder or under the other Transaction Documents; or (ii) imposes upon any Affected does or shall impose on such Indemnified Party any other expense deemed by such Affected Party to be material (including, without limitation, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to condition affecting this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Note Purchase Agreement or the other Transaction Documents, any Receivable Interest or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Affected Indemnified Party of making or maintaining Receivable Interests (or of maintaining its obligation to make any such Receivable Interest) or to reduce any amount received or receivable by such Indemnified Party hereunder, then, in any such case, the Seller shall promptly pay such Indemnified Party, upon demand from such Indemnified Party, any additional amounts necessary to compensate such Indemnified Party for such additional costs or reduction suffered which such Indemnified Party reasonably deems to be material as determined by such Indemnified Party with respect to this Note Purchase Agreement, the other Transaction Documents, the ownership, maintenance or financing of the VFN, the Receivables, the Trust Estate, the obligations hereunder or the funding of any Increases hereunder or under the other Transaction Documents, by an amount reasonably deemed by such Affected Party to be material, then, on the first Settlement Date which is not less than ten (10) Business Days after demand by such Affected Party through the Funding Agent, the Issuer shall pay to such Affected Party such additional amount or amounts as will compensate such Affected Party for such increased cost or reductionits Receivable Interests. In making demand hereunder, the applicable Affected Party shall submit to the Issuer a A certificate as to any additional amounts payable pursuant to this subsection submitted by such increased costs incurred which shall provide Indemnified Party, through its Managing Agent, to the Seller setting forth, in detail reasonable detail, the basis for such claim which certificate and the calculation thereof, shall be conclusive and binding for all purposes absent in the absence of manifest error; provided, however, that no such Affected Party shall be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under this Section 8.02(a) shall be payable by the Issuer solely to the extent funds are available therefor in accordance with the priority of payments set forth in Article V of the Base Indenture. (b) If any Affected Indemnified Party shall have determined that after the Closing Date, the adoption of any applicable law Law or bank regulatory guideline regarding capital adequacy, adequacy or any change therein, or any change in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have, due to an increase in the amount of capital required to be maintained by such Affected Party, have the effect of reducing the rate of return on capital of such Affected Indemnified Party (or its parent) as a consequence of such Affected Indemnified Party’s obligations hereunder or with respect hereto or otherwise as a consequence of the transactions contemplated hereby to a level below that which such Affected Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Affected Indemnified Party to be material, then from time to time, on the first Settlement Date which is not less than ten (10) Business Days within fifteen days after demand by such Affected Indemnified Party through the Funding its Managing Agent, the Issuer Seller shall pay to such Affected Party Managing Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Affected Indemnified Party (or its parent) for such reduction. For avoidance A certificate as to any additional amounts payable pursuant to this subsection submitted by such Indemnified Party, through its Managing Agent, to the Seller setting forth, in reasonable detail, the basis for and the calculation thereof, shall be conclusive in the absence of doubt, manifest error. (c) Failure or delay on the part of any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject Indemnified Party to demand compensation pursuant to this Section 9.2(b). In making 2.13 shall not constitute a waiver of such Indemnified Party’s right to demand hereunder, the applicable Affected Party shall submit to the Issuer a certificate as to such increased costs incurred which shall provide in detail the basis for such claim which certificate shall be conclusive and binding for all purposes absent manifest errorcompensation; provided, however, that no such Affected Party the Seller shall not be required to disclose any confidential or tax planning information in any such certificate. The parties hereto acknowledge and agree that all amounts payable under compensate an Indemnified Party pursuant to this Section 8.02(b) 2.13 for any increased costs or reductions incurred more than 180 days prior to the date that such Indemnified Party notifies the Seller of the change, event or circumstance giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided, further, that, if the change giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be payable by extended to include the Issuer solely to the extent funds are available therefor in accordance with the priority period of payments set forth in Article V of the Base Indentureretroactive effect thereof.