DETERMINES THAT THE AMOUNT OF SUCH
CAPITAL IS INCREASED BY OR BASED UPON THE EXISTENCE OF ITS OBLIGATIONS OR
COMMITMENTS HEREUNDER OR WITH RESPECT HERETO OR TO THE FUNDING THEREOF (OTHER
THAN ANY INCREASE IN COST RESULTING SOLELY FROM A CONSOLIDATION EVENT DESCRIBED
IN SECTION 3.3(B)
10
BUT ONLY IF THE BORROWER IS LIABLE FOR THE PAYMENT OF THE INCREASED RATE OF
INTEREST UNDER SUCH SECTION 3.3(B)), THEN, UPON DEMAND BY SUCH AFFECTED PERSON
(WITH A COPY TO THE ADMINISTRATIVE AGENT) (WHICH DEMAND SHALL BE ACCOMPANIED BY
A STATEMENT SETTING FORTH IN REASONABLE DETAIL THE BASIS FOR THE DETERMINATION
THAT THE INCREASE IN CAPITAL IS ALLOCABLE TO THE EXISTENCE OF ITS OBLIGATIONS OR
COMMITMENTS HEREUNDER AND, IN REASONABLE DETAIL, THE CALCULATIONS OF THE AMOUNT
BEING CLAIMED), THE BORROWER AGREES TO PAY TO THE ADMINISTRATIVE AGENT, FOR THE
ACCOUNT OF SUCH AFFECTED PERSON (AS A THIRD-PARTY BENEFICIARY), ON THE
DISTRIBUTION DATE FOLLOWING THE DATE ON WHICH SUCH AFFECTED PERSON PROVIDES
NOTICE OF SUCH EVENT TO THE BORROWER AND THE SERVICER (PROVIDED THAT SUCH NOTICE
IS ACCOMPANIED BY THE STATEMENT DESCRIBED ABOVE IN THIS SECTION 6.1 AND IS
DELIVERED ON OR PRIOR TO THE FIFTH BUSINESS DAY PRIOR TO SUCH DISTRIBUTION DATE
AND OTHERWISE ON THE DISTRIBUTION DATE FOLLOWING SUCH DISTRIBUTION DATE),
SUBJECT TO AND IN ACCORDANCE WITH THE PRIORITIES SET FORTH IN SECTION 9.5,
ADDITIONAL AMOUNTS SUFFICIENT TO COMPENSATE SUCH AFFECTED PERSON IN THE LIGHT OF
SUCH CIRCUMSTANCES, TO THE EXTENT THAT SUCH AFFECTED PERSON REASONABLY
DETERMINES SUCH INCREASE IN CAPITAL TO BE ALLOCABLE TO THE EXISTENCE OF ANY OF
SUCH OBLIGATIONS, COMMITMENTS OR FUNDINGS.
THE CALCULATIONS SET FORTH IN SUCH
WRITTEN STATEMENT SHALL, IN THE ABSENCE OF MANIFEST ERROR, BE REBUTTABLY
PRESUMPTIVE EVIDENCE OF THE SUBJECT MATTER THEREOF.
ANY AFFECTED PERSON
CLAIMING ANY ADDITIONAL AMOUNTS PAYABLE PURSUANT TO THIS SECTION 6.1 AGREES TO
USE REASONABLE EFFORTS (CONSISTENT WITH LEGAL AND REGULATORY RESTRICTIONS) TO
DESIGNATE A DIFFERENT OFFICE OR BRANCH OF SUCH AFFECTED PERSON AS ITS LENDING
OFFICE OR TAKE SUCH OTHER ACTIONS IF THE MAKING OF SUCH A DESIGNATION OR TAKING
OF SUCH OTHER ACTIONS WOULD AVOID THE NEED FOR, OR REDUCE THE AMOUNT OF, ANY
SUCH ADDITIONAL AMOUNTS AND WOULD NOT, IN THE REASONABLE JUDGMENT OF SUCH
AFFECTED PERSON, BE OTHERWISE DISADVANTAGEOUS TO SUCH AFFECTED PERSON.
FUNDING LOSSES.
THE BORROWER HEREBY AGREES THAT UPON DEMAND BY ANY AFFECTED
PERSON (WHICH DEMAND SHALL BE ACCOMPANIED BY A STATEMENT SETTING FORTH IN
REASONABLE DETAIL THE BASIS FOR THE CALCULATIONS OF THE AMOUNT BEING CLAIMED) IT
WILL INDEMNIFY SUCH AFFECTED PERSON AGAINST ANY NET LOSS OR EXPENSE WHICH SUCH
AFFECTED PERSON OR INCURS (INCLUDING, WITHOUT LIMITATION, ANY NET LOSS OR
EXPENSE INCURRED BY REASON OF OR RESULTING FROM INTEREST TO ACCRUE ON THE
RELATED COMMERCIAL PAPER AFTER THE DATE OF ANY FAILED BORROWING, PAYMENT OR
PREPAYMENT OF AN ADVANCE OR FROM THE TERMINATION OF RELATED HEDGING
ARRANGEMENTS, THE LIQUIDATION OR REEMPLOYMENT OF DEPOSITS OR OTHER FUNDS
ACQUIRED BY SUCH AFFECTED PERSON TO FUND OR MAINTAIN ANY ADVANCE TO THE
BORROWER), AS