Common use of Reduced Return Clause in Contracts

Reduced Return. If any Bank or the Issuing Bank shall have determined that any applicable law, regulation, rule or regulatory requirement ("Requirement") regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank or the Issuing Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on that Bank's or the Issuing Bank's capital as a consequence of its Commitments and obligations hereunder, the Letters of Credit issued hereunder or its obligation to purchase a participation in the Letters of Credit to a level below that which would have been achieved but for such Requirement, change or compliance (taking into consideration that Bank's or the Issuing Bank's, as the case may be, policies with respect to capital adequacy) by an amount deemed by that Bank or the Issuing Bank, as the case may be, to be material (which amount shall be determined by that Bank's or the Issuing Bank's, as the case may be, reasonable allocation of the aggregate of such reductions resulting from such events), then from time to time, within five (5) Business Days after demand by such Bank or the Issuing Bank, as the case may be, the Borrower shall pay to that Bank or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate that Bank or the Issuing Bank, as the case may be, for such reduction; provided, however, that the Borrower shall not be obligated to pay any Bank or the Issuing Bank, as the case may be, for any such additional amount incurred more than 180 days prior to the date of demand for payment by such Bank or the Issuing Bank, as the case may be; provided, further, however, that the Borrower shall not be obligated to pay any Bank or the Issuing Bank, as the case may be, for any additional amount otherwise payable pursuant to this Section 3.06 to the extent such amount is reflected in adjustments to the interest rates applicable to the Loans.

Reduced Return. If any Bank or the Issuing Bank Lender shall have determined that any change after the Effective Date in any applicable law, regulation, rule or regulatory requirement ("“Requirement"”) regarding capital adequacy, or any change therein, adequacy or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank the Lender or the Issuing Bank Lender’s holding company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on that Bank's the Lender’s or the Issuing Bank's its holding company’s capital as a consequence of its Commitments Commitment, Loans and obligations hereunder, hereunder (and which has not been taken into account in computing the Letters of Credit issued hereunder or its obligation to purchase a participation in the Letters of Credit Applicable Reserve Requirement) to a level below that which would have been achieved but for such Requirement, change the Applicable Reserve Requirement or compliance (taking into consideration that Bank's or the Issuing Bank's, as the case may be, Lender’s policies with respect to capital adequacy) by an amount deemed by that Bank or the Issuing Bank, as the case may be, Lender to be material (which amount shall be determined by that Bank's or the Issuing Bank's, as the case may be, Lender’s reasonable allocation of the aggregate of such reductions resulting from such events), then from time to time, within five ten (510) Business Days after demand (accompanied by such Bank or a statement in reasonable detail) by the Issuing Bank, as the case may beLender, the Borrower shall pay to that Bank or the Issuing Bank, as the case may be, Lender such additional amount or amounts as will compensate that Bank or the Issuing Bank, as the case may be, Lender for such reduction; provided, howeverprovided that for all purposes (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, that rules, guidelines or directives thereunder or issued in connection therewith and (ii) all rules, regulations, orders, requests, guidelines or directives promulgated by the Borrower shall not be obligated to pay Bank for International Settlements, the Basel Committee on Banking Supervision (or any Bank successor or similar authority) or the Issuing BankUnited States or foreign regulatory authorities, as the case may bepursuant to Basel III, for any such additional amount incurred more than 180 days prior shall be deemed to be a change in law, regardless of the date enacted, adopted or issued. The determination of demand for payment by such Bank or the Issuing Bank, as the case may be; provided, further, however, that the Borrower shall not be obligated to pay any Bank or the Issuing Bank, as the case may be, for any additional amount otherwise payable pursuant to this Section 3.06 to the extent such amount is reflected in adjustments to by the interest rates applicable to Lender shall be presumed correct absent manifest error. This covenant shall survive termination of this Agreement and the Loanspayment of the Obligations.

Reduced Return. If any Bank or the Issuing Bank Agent shall have determined that -------------- any applicable law, regulation, rule or regulatory requirement generally applicable to banks located in California, Pennsylvania, or such other state as any Lender shall be located (collectively in this Section 3.5, "Requirement") ----------- ----------- regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any United States federal or state governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank or the Issuing Bank any Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on that Bank's or the Issuing Banksuch Lender's capital as a consequence of its Commitments and obligations hereunder, the Letters of Credit issued hereunder or its obligation to purchase a participation in the Letters of Credit to a level below that which would have been achieved but for such Requirement, change or compliance (taking into consideration that Banksuch Lender's or the Issuing Bank's, as the case may be, policies with respect to capital adequacy) by an amount deemed by that Bank or the Issuing Bank, as the case may be, such Lender to be material (which amount shall be determined by that Banksuch Lender's or the Issuing Bank's, as the case may be, reasonable allocation of the aggregate of such reductions resulting from such events), then from time to time, within five (5) Business Days after demand by the Agent on behalf of such Bank or the Issuing Bank, as the case may beLender, the Borrower shall pay to that Bank or the Issuing Bank, as Agent for the case may be, benefit of such Lender such additional amount or amounts as will compensate that Bank or the Issuing Bank, as the case may be, such Lender for such reduction; provided. Neither the Agent nor any Lender presently has knowledge of any new Requirement or any pending change in any existing Requirement which would result in such additional amounts being owed. Notwithstanding any other provision of this Section 3.5, however, that the Borrower no Lender shall ----------- demand compensation for any increased cost or reduction referred to in this Section 3.5 if it shall not at the time be obligated the general policy of such Lender to pay any Bank ----------- demand such compensation in similar circumstances under comparable provisions of other credit agreements, and such Lender shall in good faith endeavor to allocate increased costs or the Issuing Bank, as the case may be, for any such additional amount incurred more than 180 days prior to the date reductions fairly among all of demand for payment by such Bank its affected commitments and credit extensions (whether or the Issuing Bank, as the case may be; provided, further, however, that the Borrower shall not be obligated to pay any Bank or the Issuing Bank, as the case may be, for any additional amount otherwise payable pursuant to this Section 3.06 to the extent such amount is reflected in adjustments to the interest rates applicable to the Loansit seeks compensation from all affected borrowers).

Reduced Return. If any Bank Lender or the Issuing Bank shall have -------------- determined that any applicable law, regulation, rule or regulatory requirement applicable to financial institutions generally regarding capital adequacy ("Requirement") regarding capital adequacy), ----------- or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank any Lender or the Issuing Bank with any request or directive regarding capital adequacy (applicable to financial institutions generally whether or not having the force of law) of any such authority, central bank or comparable agencyagent, has or would have the effect of reducing the rate of return on that Banksuch Lender's or the Issuing Bank's capital as a consequence of its Commitments Commitment and obligations hereunder, the Letters of Credit issued hereunder or its obligation to purchase a participation in the Letters of Credit to a level below that which would have been achieved but for such Requirement, change or compliance (taking into consideration that Banksuch Lender's or the Issuing Issuance Bank's, as the case may be, policies polices with respect to capital adequacy) by an amount deemed by that Bank such Lender or the Issuing Bank, as the case may be, to be material (which amount shall be determined by that Banksuch Lender's or the Issuing Bank's, as the case may be, reasonable allocation of the aggregate of such reductions resulting from such events), ) then from time to time, within five (5) Business Days after demand by such Bank Lender or the Issuing Bank, as the case may be, the Borrower Borrowers shall pay to that Bank Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate that Bank Lender or the Issuing Bank, as the case may be, for such reduction; provided, however, that the Borrower shall not be obligated to pay any Bank or the Issuing Bank, as the case may be, for any such additional amount incurred more than 180 days prior to the date of demand for payment by such Bank or the Issuing Bank, as the case may be; provided, further, however, that the Borrower shall not be obligated to pay any Bank or the Issuing Bank, as the case may be, for any additional amount otherwise payable pursuant to this Section 3.06 to the extent such amount is reflected in adjustments to the interest rates applicable to the Loans.

Reduced Return. If any Bank Lender or the Issuing Bank shall reasonably -------------- have determined that that, after the date hereof, the adoption of any applicable law, regulation, rule or regulatory requirement ("Requirement") regarding capital ----------- adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank any Lender or the Issuing Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on that Bankany Lender's or the Issuing Bank's capital as a consequence of its undrawn Commitments and obligations hereunder, the Letters of Credit issued hereunder or its obligation to purchase a participation in the Letters of Credit to a level below that which would have been achieved but for such Requirement, change or compliance (taking into consideration that BankLender's or the Issuing Bank's, as the case may be, policies with respect to capital adequacy) by an amount deemed by that Bank Lender or the Issuing Bank, as the case may be, to be material (which amount shall be determined by that Bank's or the Issuing Bank's, as the case may be, reasonable allocation of the aggregate of such reductions resulting from such events)material, then from time to time, within five (5) Business Days after demand by such Bank Lender or the Issuing Bank, as the case may be, the Borrower shall pay to that Bank Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate that Bank Lender or the Issuing Bank, as the case may be, for such reduction; provided, however, that the Borrower shall not be obligated to pay any Bank or the Issuing Bank, as the case may be, for any such additional amount incurred more than 180 days prior to the date of demand for payment by such Bank or the Issuing Bank, as the case may be; provided, further, however, that the Borrower shall not be obligated to pay any Bank or the Issuing Bank, as the case may be, for any additional amount otherwise payable pursuant to this Section 3.06 to the extent such amount is reflected in adjustments to the interest rates applicable to the Loans.

Reduced Return. If any Bank Lender or the Issuing Bank shall have determined that that, after the date hereof, the adoption, phase-in, effectiveness or applicability of any applicable law, regulation, rule rule, treaty, order or regulatory requirement ("RequirementREQUIREMENT") regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank any Lender or the Issuing Bank with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on that Bankany Lender's or the Issuing Bank's capital as a consequence of its undrawn Commitments and obligations hereunder, the Letters of Credit issued hereunder or its obligation to purchase a participation in the Letters of Credit to a level below that which would have been achieved but for such Requirement, change or compliance (taking into consideration that BankLender's or the Issuing Bank's, as the case may be, policies with respect to capital adequacy) by an amount deemed by that Bank Lender or the Issuing Bank, as the case may be, to be material (which amount shall be determined by that Bank's or the Issuing Bank's, as the case may be, reasonable allocation of the aggregate of such reductions resulting from such events)material, then from time to time, within five (5) Business Days after demand by such Bank Lender or the Issuing Bank, as the case may be, the Borrower shall pay to that Bank Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate that Bank Lender or the Issuing Bank, as the case may be, for such reduction; provided, however, that the Borrower shall not be obligated to pay any Bank or the Issuing Bank, as the case may be, for any such additional amount incurred more than 180 days prior to the date of demand for payment by such Bank or the Issuing Bank, as the case may be; provided, further, however, that the Borrower shall not be obligated to pay any Bank or the Issuing Bank, as the case may be, for any additional amount otherwise payable pursuant to this Section 3.06 to the extent such amount is reflected in adjustments to the interest rates applicable to the Loans.