Common use of Capital Requirements; Additional Costs Clause in Contracts

Capital Requirements; Additional Costs. (a) If the Administrative Agent, on behalf of any Affected Party, shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by such Affected Party with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law) from any central bank or other Governmental Authority increases or would have (without giving effect to this Section 2.09) the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Affected Party against commitments made by it under this Transfer Agreement or any other Related Document and thereby reducing the rate of return on such Affected Party’s capital as a consequence of its commitments hereunder or thereunder, then MRFC shall from time to time within 10 Business Days after written demand by the Administrative Agent pay to the Administrative Agent on behalf of any such Affected Party additional amounts sufficient to compensate such Affected Party for such reduction together with interest thereon from the date of any such demand until payment in full at the applicable Daily Yield Rate; provided that no such amount shall be payable with respect to any period commencing more than 270 days prior to the date the Administrative Agent first notifies MRFC in writing of its intention to demand compensation with respect to any such change in law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order; provided further that if such change in law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order giving rise to such reduction of rate of return is retroactive, then such 270 day period shall be extended to include the period of retroactive effect thereof. A certificate as to the amount of that reduction and showing in reasonable detail the basis of the computation thereof submitted by the Administrative Agent to MRFC shall be final, binding and conclusive on the parties hereto (absent manifest error) for all purposes. Such Affected Party agrees that, as promptly as practicable after it becomes aware of any circumstance referred to above, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs and expenses incurred by it and payable to it by MRFC pursuant to this Section 2.09(a). The parties hereto acknowledge and agree that the provisions of this Section 2.09(a) are not intended to and shall not impose any duplicative obligations to the extent already addressed by the provisions of Section 2.08(b).

Capital Requirements; Additional Costs. (a) If the Administrative Agent, Agent on behalf of any Affected Party, Party shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by such Affected Party with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law) from any central bank or other Governmental Authority increases or would have (without giving effect to this Section 2.09) the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Affected Party against commitments made by it under this Transfer Agreement or Agreement, any other Related Document or any Program Document and thereby reducing the rate of return on such Affected Party’s 's capital as a consequence of its commitments hereunder or thereunder, then MRFC the Seller shall from time to time within 10 Business Days after written upon demand by the Administrative Agent pay to the Administrative Agent on behalf of any such Affected Party additional amounts sufficient to compensate such Affected Party for the Seller's Share of such reduction together with interest thereon from the date of any such demand until payment in full at the applicable Daily Yield Rate; provided provided, however, that no such amount shall be payable with respect to any period commencing more than 270 days prior to the date if neither the Administrative Agent nor any Affected Party informs the Seller of such additional amounts within 90 days (the "Notice Period") after the Vice President of Portfolio and Underwriting of the Administrative Agent with responsibility for the transactions evidenced by the Purchase Agreement shall first notifies MRFC in writing have knowledge of its intention to demand compensation with respect to any the adoption of such change in law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order; provided further that if such change in law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order giving rise to such reduction of rate of return is retroactiveadditional amounts, then Seller shall not be required to pay such 270 day period shall be extended additional amounts attributable to include the period beginning on the first day following the Notice Period and concluding on the day the Administrative Agent or any Affected Party so informs the Seller of retroactive effect thereofsuch circumstances. A certificate as to the amount of that reduction and showing in reasonable detail the basis of the computation thereof submitted by the Administrative Agent to MRFC the Seller shall be final, binding and conclusive on the parties hereto presumptively correct (absent manifest error) for all purposes. Such Affected Party agrees that, as promptly as practicable after it becomes aware of any circumstance referred to above, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs and expenses incurred by it and payable to it by MRFC pursuant to this Section 2.09(a). The parties hereto acknowledge and agree that the provisions of this Section 2.09(a) are not intended to and shall not impose any duplicative obligations to the extent already addressed by the provisions of Section 2.08(b).

Capital Requirements; Additional Costs. (a) If the Administrative Agent, on behalf of any Affected Party, shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by such any Affected Party with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law) from any central bank or other Governmental Authority increases or would have (without giving effect to this Section 2.09) the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Affected Party against commitments made by it under this Transfer Agreement or Agreement, any other Related Document or any Program Document and thereby reducing the rate of return on such Affected Party’s 's capital as a consequence of its commitments hereunder or thereunder, then MRFC the Seller shall from time to time within 10 Business Days after written upon demand (and submission of the computation certificate discussed below) by the Administrative Agent pay to the Administrative Agent on behalf of any such Affected Party documented additional amounts sufficient to compensate such Affected Party for the Seller's Share of such reduction together with interest thereon from the date of any such demand until payment in full at the applicable Daily Yield Rate; provided provided, however, that no such amount the Seller shall be payable with respect obligated to any period commencing more than 270 pay only such compensation which is incurred after the date sixty (60) days prior to the date of such demand; provided, further, however, that such 60-day limitation shall not apply to any such compensation that is applicable retroactively to periods prior to the effective date of the applicable event so long as the Administrative Agent first notifies MRFC in writing the Seller of its intention to demand compensation with respect to any such change in law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order; provided further that if such change in law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order giving rise to such reduction event within 60 days of rate a responsible officer of return is retroactive, then such 270 day period shall be extended to include the period of retroactive effect Administrative Agent receiving actual knowledge thereof. A certificate as to the amount of that reduction and showing in reasonable detail the basis of the computation thereof and which is calculated the same as for comparable claims with respect to similarly situated sellers or borrowers of the Applicable Purchaser submitted by the Administrative Agent to MRFC the Seller shall be final, binding and conclusive on the parties hereto (absent manifest error) for all purposes. Such Affected Party agrees that, as promptly as practicable after it becomes aware of any circumstance referred to above, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs and expenses incurred by it and payable to it by MRFC pursuant to this Section 2.09(a). The parties hereto acknowledge and agree that the provisions of this Section 2.09(a) are not intended to and shall not impose any duplicative obligations to the extent already addressed by the provisions of Section 2.08(b).

Capital Requirements; Additional Costs. (a) If the Administrative Agent, on behalf of any Affected Party, shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by such any Affected Party with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law) from any central bank or other Governmental Authority increases or would have (without giving effect to this Section 2.09) the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Affected Party against commitments made by it under this Transfer Agreement or Agreement, any other Related Document or any Program Document and thereby reducing the rate of return on such Affected Party’s 's capital as a consequence of its commitments hereunder or thereunder, then MRFC the Seller shall from time to time within 10 Business Days after written upon demand (and submission of the computation certificate discussed below) by the Administrative Agent pay to the Administrative Agent on behalf of any such GE Capital Corporation/Blue Hill II, Inc. Amended and Restated Receivables Purchase and Servicing Agreement Affected Party, or if so required pursuant to Section 6.02, to such Affected Party directly, documented additional amounts sufficient to compensate such Affected Party for the Seller's Share of such reduction together with interest thereon from the date of any such demand until payment in full at the applicable Daily Yield Rate; provided provided, however, that no such amount the Seller shall be payable with respect obligated to any period commencing more than 270 pay only such compensation which is incurred after the date sixty (60) days prior to the date of such demand; provided, further, however, that such 60-day limitation shall not apply to any such compensation that is applicable retroactively to periods prior to the effective date of the applicable event so long as the Administrative Agent first notifies MRFC in writing the Seller of its intention to demand compensation with respect to any such change in law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order; provided further that if such change in law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order giving rise to such reduction event within 60 days of rate a responsible officer of return is retroactive, then such 270 day period shall be extended to include the period of retroactive effect Administrative Agent receiving actual knowledge thereof. A certificate as to the amount of that reduction and showing in reasonable detail the basis of the computation thereof and which is calculated the same as for comparable claims with respect to similarly situated sellers or borrowers of the Applicable Purchaser submitted by the Administrative Agent to MRFC the Seller shall be final, binding and conclusive on the parties hereto (absent manifest error) for all purposes. Such Affected Party agrees that, as promptly as practicable after it becomes aware of any circumstance referred to above, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable efforts to minimize costs and expenses incurred by it and payable to it by MRFC pursuant to this Section 2.09(a). The parties hereto acknowledge and agree that the provisions of this Section 2.09(a) are not intended to and shall not impose any duplicative obligations to the extent already addressed by the provisions of Section 2.08(b).

Capital Requirements; Additional Costs. (a) If the Administrative Agent, Agent on behalf of any Affected Party, Party shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by such Affected Party with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law) from any central bank or other Governmental Authority increases or would have (without giving effect to this Section 2.09) the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Affected Party against commitments made by it under this Transfer Agreement or Agreement, any other Related Document or any Program Document and thereby reducing the rate of return on such Affected Party’s 's capital as a consequence of its commitments hereunder or thereunder, then MRFC the Seller shall from time to time within 10 Business Days after written upon demand by the Administrative Agent pay to the Administrative Agent on behalf of any such Affected Party additional amounts sufficient to compensate such Affected Party for the Seller's Share of such reduction together with interest thereon from the date of any such demand until payment in full at the applicable Daily Yield Rate; provided that no such amount shall be payable with respect to any period commencing more than 270 days prior to the date the Administrative Agent first notifies MRFC in writing of its intention to demand compensation with respect to any such change in law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order; provided further that if such change in law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order giving rise to such reduction of rate of return is retroactive, then such 270 day period shall be extended to include the period of retroactive effect thereof. A certificate as to the amount of that reduction and showing in reasonable detail the basis of the computation thereof submitted by the Administrative Agent to MRFC the Seller shall be final, binding and conclusive on the parties hereto (absent manifest error) for all purposes. Such Affected Party agrees that, as promptly as practicable after it becomes aware of any circumstance referred to aboveabove that would result in any such increased capital, reserve or similar requirements, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable commercial efforts to minimize costs and expenses incurred by the increased capital, reserve or similar requirements applicable it and the additional amounts payable to it by MRFC the Seller pursuant to this Section SECTION 2.09(a). The parties hereto acknowledge and agree that the provisions of this Section 2.09(a) are not intended to and shall not impose any duplicative obligations to the extent already addressed by the provisions of Section 2.08(b).

Capital Requirements; Additional Costs. (a) If the Administrative Agent, Operating Agent on behalf of any Affected Party, Party shall have determined that the adoption after the date hereof of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by such Affected Party with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law) from any central bank or other Governmental Authority increases or would have (without giving effect to this Section 2.09) the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Affected Party against commitments made by it under this Transfer Agreement or Agreement, any other Related Document or any Program Document and thereby reducing the rate of return on such Affected Party’s 's capital as a consequence of its commitments hereunder or thereunder, then MRFC the Seller shall from time to time within 10 Business Days after written upon demand by the Administrative Operating Agent pay to the Administrative Collateral Agent on behalf of any such Affected Party additional amounts sufficient to compensate such Affected Party for the Seller's Share of such reduction together with interest thereon from the date of any such demand until payment in full at the applicable Daily Yield Rate; provided that no such amount shall be payable with respect to any period commencing more than 270 days prior to the date the Administrative Agent first notifies MRFC in writing of its intention to demand compensation with respect to any such change in law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order; provided further that if such change in law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order giving rise to such reduction of rate of return is retroactive, then such 270 day period shall be extended to include the period of retroactive effect thereof. A certificate as to the amount of that reduction and showing in reasonable detail the basis of the computation thereof submitted by the Administrative Operating Agent to MRFC the Seller shall be final, binding and conclusive on the parties hereto (absent manifest error) for all purposes. (b) If, due to any Regulatory Change, there shall be any increase in the cost to any Affected Party of agreeing to make or making, funding or maintaining any commitment hereunder, under any other Related Document or under any Program Document, including with respect to any Purchases, Capital Investment, LOC Draws or Liquidity Loans, or any reduction in any amount receivable by such Affected Party hereunder or thereunder, including with respect to any Purchases, Capital Investment, LOC Draws or Liquidity Loans (any such increase in cost or reduction in amounts receivable are hereinafter referred to as "Additional Costs"), then the Seller shall, from time to time upon demand by the Operating Agent, pay to the Collateral Agent on behalf of such Affected Party additional amounts sufficient to compensate such Affected Party for the Seller's Share of such Additional Costs together with interest thereon from the date demanded until payment in full thereof at the Daily Yield Rate. Such Affected Party agrees that, as promptly as practicable after it becomes aware of any circumstance referred to aboveabove that would result in any such Additional Costs, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by MRFC the Seller pursuant to this Section 2.09(a2.09(b). The parties hereto acknowledge and agree that the provisions (c) Determinations by any Affected Party for purposes of this Section 2.09(a) are not intended 2.09 of the effect of any Regulatory Change on its costs of making, funding or maintaining any commitments hereunder, under any other Related Document or under any Program Document or on amounts receivable by it hereunder or thereunder or of the additional amounts required to compensate such Affected Party in respect of any Additional Costs shall be set forth in a written notice to the Seller in reasonable detail and shall not impose any duplicative obligations to be final, binding and conclusive on the extent already addressed by the provisions of Section 2.08(b).Seller (absent manifest error) for all purposes. SECTION 2.10

Capital Requirements; Additional Costs. (a) If the Administrative AgentIf, on behalf of due to any Affected Party, shall have determined that the Regulatory Change or any other adoption after the date hereof of or any change in any law, treaty, governmental (or quasi-quasi governmental) rule, regulation, guideline or order regarding capital adequacyorder, reserve requirements there shall be (i) any increase the cost to any Affected Party of agreeing to make or similar requirements making, funding or compliance maintaining any commitment hereunder or under any other Related Document, including with respect to any Advances or other Outstanding Principal Amount, (ii) any reduction in any amount receivable by such Affected Party hereunder or thereunder, including with respect to any request or directive regarding capital adequacyAdvances, reserve requirements or similar requirements (whether or not having the force of law) from any central bank or other Governmental Authority increases Outstanding Principal Amount or would have (without giving effect to this Section 2.09iii) the effect of increasing any increase in the amount of capital, reserves or other funds required to be maintained by such Affected Party against commitments made by it under this Transfer Agreement or any other Related Document and thereby reducing the result of such increase is a reduction in the rate of return on such Affected Party’s capital as a consequence of its commitments hereunder or thereunderthereunder (any such increase in cost or reduction in amounts receivable or rate of return are hereinafter referred to as “Additional Costs”), then MRFC the Borrower shall from time to time and within 10 Business Days 15 days after written notice and demand by from the Administrative Agent to the Borrower (together with the certificate referred to in the next sentence) pay to the Administrative Agent on behalf of any such Affected Party additional amounts sufficient to compensate such Affected Party for such reduction Additional Costs together with interest thereon from the date of any such demand demanded until payment in full thereof at the applicable Daily Yield Index Rate; provided that no such amount shall be payable with respect to any period commencing more than 270 days prior to the date the Administrative Agent first notifies MRFC in writing of its intention to demand compensation with respect to any such change in law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order; provided further that if such change in law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order giving rise to such reduction of rate of return is retroactive, then such 270 day period shall be extended to include the period of retroactive effect thereof. A certificate as to the amount of that reduction such Increased Costs and showing in reasonable detail the basis of the computation thereof submitted by the Administrative Agent Affected Party to MRFC the Borrower shall be final, binding and conclusive on the parties hereto (absent manifest error) for all purposes. Such Each Affected Party agrees that, as promptly as practicable after it becomes aware of any circumstance referred to aboveabove that would result in any such Additional Costs, it shall, to the extent not inconsistent with its internal policies of general application, use commercially reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by MRFC the Borrower pursuant to this Section 2.09(a). The parties hereto acknowledge and agree that the provisions of this Section 2.09(a) are not intended to and shall not impose any duplicative obligations to the extent already addressed by the provisions of Section 2.08(b).