DOES NOT OCCUR ON A DATE
SPECIFIED THEREFOR IN THE SALE NOTICE; (II) IF FOR ANY REASON ANY PAYMENT,
PREPAYMENT OR CONVERSION OF ANY CAPITAL OCCURS ON A DATE WHICH IS NOT THE LAST
DAY OF THE FIXED PERIOD FOR SUCH CAPITAL OR (III) AS A CONSEQUENCE OF ANY
REQUIRED CONVERSION OF ANY EURODOLLAR RATE TRANCHE PRIOR TO THE LAST DAY OF THE
FIXED PERIOD FOR THE RELEVANT CAPITAL PURSUANT TO SECTION 2.02(C).
ANY REQUEST
FOR COMPENSATION UNDER THIS SECTION 2.06 SHALL BE ACCOMPANIED BY A COPY OF A
STATEMENT FROM THE APPLICABLE PURCHASER OR ING, AS APPLICABLE, SETTING FORTH IN
REASONABLE DETAIL THE BASIS FOR REQUESTING COMPENSATION AND THE DETERMINATION OF
THE AMOUNT THEREOF IN SUCH STATEMENT SHALL BE CONCLUSIVE AND BINDING FOR ALL
PURPOSES, ABSENT MANIFEST ERROR.
SECTION 2.07.
DIVIDING OR COMBINING OF CAPITAL AND FIXED PERIODS.
SUBJECT TO
THE PROVISIONS OF SECTION 2.02(C), THE SELLER MAY, ON NOTICE TO AND WITH THE
CONSENT OF THE MANAGING AGENT FOR ANY AFFECTED PURCHASER RECEIVED AT LEAST ONE
BUSINESS DAY PRIOR TO THE LAST DAY OF ANY FIXED PERIOD, EITHER (A) DIVIDE SUCH
CAPITAL SO AS TO ALLOCATE SUCH CAPITAL TO TWO OR MORE FIXED PERIODS, OR (B)
COMBINE SUCH CAPITAL WITH OTHER CAPITAL ORIGINATING ON SUCH LAST DAY OR HAVING
FIXED PERIODS ENDING ON SUCH LAST DAY SO AS TO ALLOCATE ALL SUCH CAPITAL TO A
SINGLE FIXED PERIOD.
ON AND AFTER THE TERMINATION DATE, EACH MANAGING AGENT, ON
BEHALF OF THE PURCHASER(S) IN ITS PURCHASER GROUP, SHALL HAVE THE RIGHT TO
DIVIDE AND/OR COMBINE CAPITAL MAINTAINED BY SUCH PURCHASER(S) FOR PURPOSES OF
ALLOCATION TO FIXED PERIODS IN ANY MANNER WHICH IT MAY SELECT IN ITS SOLE
DISCRETION.
SECTION 2.08.
INCREASED COSTS, CAPITAL ADEQUACY.
(A)
IF, AFTER THE DATE HEREOF DUE TO EITHER
(I) THE INTRODUCTION OF OR ANY CHANGE IN OR TO THE INTERPRETATION OF ANY LAW OR
REGULATION BY THE GOVERNMENTAL AUTHORITY THAT PROMULGATED OR ADMINISTERS
COMPLIANCE WITH SUCH LAW OR REGULATION (OTHER THAN LAWS OR REGULATIONS WITH
RESPECT TO INCOME TAXES OR ANY CHANGE BY WAY OF IMPOSITION OR INCREASE OF
RESERVE REQUIREMENTS INCLUDED IN THE EURODOLLAR RESERVE PERCENTAGE) OR (II) THE
COMPLIANCE WITH ANY GUIDELINE OR REQUEST FROM ANY CENTRAL BANK OR OTHER
GOVERNMENTAL AUTHORITY OR SIMILAR AGENCY (WHETHER OR NOT HAVING THE FORCE OF
LAW), AND TAKING INTO ACCOUNT THE OBLIGATIONS OF THE LIQUIDITY BANKS UNDER THE
LIQUIDITY AGREEMENTS AND OTHERWISE IN CONNECTION WITH ANY PURCHASER'S OR ING'S
ASSET-SUPPORTED FINANCING BUSINESS, ANY RESERVE OR DEPOSIT OR SIMILAR
REQUIREMENT SHALL BE IMPOSED, MODIFIED OR DEEMED APPLICABLE OR, ANY BASIS OF
TAXATION SHALL BE CHANGED OR ANY OTHER CONDITION SHALL BE IMPOSED, AND THERE
SHALL BE ANY INCREASE IN THE COST TO ANY PURCHASER (EITHER DIRECTLY OR
INDIRECTLY THROUGH ANY INCREASE IN THE COSTS TO THE APPLICABLE LIQUIDITY BANKS)
OR ING OF MAKING, FUNDING, OR MAINTAINING RECEIVABLES PURCHASES OR IN THE COST
TO ANY PURCHASER OR ING OF AGREEING TO MAKE, FUND, OR MAINTAIN RECEIVABLES
PURCHASES (INCLUDING THE REDUCTION OF ANY SUM RECEIVED OR RECEIVABLE HEREUNDER),