Change in Capital Adequacy Requirements. If the Bank shall determine that the adoption after the date hereof of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing law, rule or regulation, 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 the Bank (or any of its branches) 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 the Bank's capital as a consequence of its obligations hereunder or for the credit which is the subject matter hereof to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to liquidity and capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within fifteen (15) days after demand by the Bank, the Company shall pay to the Bank such additional amount or amounts reasonably determined by the Bank as will compensate the Bank for such reduction.
Change in Capital Adequacy Requirements. If Lender shall determine that the adoption after the date hereof (for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all guidelines and regulations adopted in connection therewith are deemed to have been adopted after the date hereof) of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing law, rule or regulation regarding capital 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 of any such law, rule or regulation regarding capital adequacy, or compliance by Lender (or any of its branches) 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 Lender’s capital as a consequence of its obligations hereunder or for the credit which is the subject matter hereof to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s policies with respect to liquidity and capital adequacy) by an amount deemed by Lender to be material, then from time to time, within fifteen (15) days after demand by Xxxxxx, Borrower shall pay to Lender such additional amount or amounts reasonably determined by Lender as will compensate Lender for such reduction.
Change in Capital Adequacy Requirements. If any Lender shall determine that the adoption after the date hereof of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing law, rule or regulation, 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 Lender (or any of its branches) or any corporation controlling such 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 such Lender's or such corporation's capital, as the case may be, as a consequence of such Lender's obligations hereunder or for the credit which is the subject matter hereof to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to liquidity and capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Company shall pay to the Agent for the account of such Lender such additional amount or amounts reasonably determined by such Lender as will compensate such Lender for such reduction; provided, however, that the Company shall not be obligated to compensate such Lender to the extent its rate of return was so reduced more than ninety (90) days prior to the date of such demand (nothing herein to impair or otherwise affect the Company's liability hereunder to compensate for subsequent reductions in such Lender's rate of return).
Change in Capital Adequacy Requirements. (a) If the Lender shall reasonably determine that the adoption after the date hereof of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing law, rule or regulation, 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 the Lender (or any of its branches) 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 the Lender’s capital as a consequence of its obligations hereunder or the credit which is the subject matter hereof to a level below that which the Lender would have achieved before such adoption, change or compliance (taking into consideration the Lender’s policies with respect to liquidity and capital adequacy) by an amount deemed by the Lender to be material, then from time to time, within fifteen (15) days after demand by the Lender, each Borrower severally shall pay to the Lender such Borrower’s Pro Rata Share of such additional amount or amounts reasonably determined by the Lender as will compensate the Lender for such reduction.
(b) If the Lender becomes entitled to claim any additional amount or amounts pursuant to this Section, it shall promptly notify each of the Borrowers of the event by reason of which it has become so entitled and setting out its reasons why it believes an increased payment by each of the Borrowers is due. A certificate as to any additional amounts payable pursuant to this Section submitted by the Lender to any of the Borrowers shall be prima facie evidence of the information recorded therein and shall set forth in reasonable detail the amount and the computation thereof that is due. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. The Borrowers shall have no obligation to compensate the Lender for any cost or reduction incurred by it more than one year before the Lender gives notice of the event giving rise to such cost or reduction.
Change in Capital Adequacy Requirements. If the Bank shall determine that the adoption after the date hereof of any applicable law, rule or regulation regarding capital adequacy of banks generally, or any change in any existing law, rule or regulation, 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 the Bank (or any of its branches) with any request or directive regarding capital adequacy of banks generally (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 the Revolving Credit or on the Bank’s capital as a consequence of its obligations hereunder with respect to the Revolving Credit to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank’s policies with respect to liquidity and capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within fifteen (15) days after demand by the Bank, the Company shall pay to the Bank such additional amount or amounts reasonably determined by the Bank as will compensate the Bank for such reduction.
Change in Capital Adequacy Requirements. If the Bank shall determine that the adoption after the date hereof of any applicable law, rule, or regulation regarding capital adequacy, or any change in any existing law, rule, or regulation, 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 the Bank (or any of its branches) 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 the Bank’s capital as a consequence of its obligations hereunder or for the credit which is the subject matter hereof to a level below that which the Bank could have achieved but for such adoption, change, or compliance (taking into consideration the Bank’s policies with respect to liquidity and capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within 15 days after demand by the Bank, the Borrower shall pay to the Bank such additional amount or amounts reasonably determined by the Bank as will compensate the Bank for such reduction; provided, that the Borrower shall not be required to compensate the Bank pursuant to this Section for any additional amounts incurred more than 180 days prior to the date that the Bank notifies the Borrower in writing of such additional amounts and of the Bank’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such additional amounts is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
Change in Capital Adequacy Requirements. Section 3.02 of the Credit Agreement is hereby incorporated herein in its entirety.
Change in Capital Adequacy Requirements. If any Lender shall determine that the adoption after the date hereof of any generally applicable law, rule or regulation regarding capital adequacy, or any change in any existing law, rule or regulation, 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 Lender (or any of its branches) 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 such Lender's capital caused directly by such Lender's obligations hereunder or for the credit which is the subject matter hereof to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to liquidity and capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrowers shall pay to the Agent for the account of such Lender such additional amount or amounts reasonably determined by such Lender as will compensate such Lender for such reduction. If a Lender makes such a claim for compensation, it shall provide to either Borrower (with a copy to the Agent) a certificate setting forth the computation of the amount demanded in reasonable detail and the amount reflected in such certificate, shall, if reasonably determined, constitute prima facie evidence.
Change in Capital Adequacy Requirements. If the Bank or issuer of Letters of Credit determines that any Change in Law affecting the Bank or the issuer of Letters of Credit or any lending office of the Bank or the Bank’s or the issuer of Letters of Credit’s holding company, if any, regarding capital requirements, has or would have the effect of reducing the rate of return on the Bank’s or the issuer of Letters of Credit’s capital or on the capital of the Bank’s or the issuer of Letters of Credit’s holding company, if any, as a consequence of this Agreement, the Commitments of the Bank or the Loans made by the Bank, or the Letters of Credit issued by the issuer of Letters of Credit, to a level below that which the Bank or the issuer of Letters of Credit or the Bank’s or issuer of Letters of Credit’s holding company could have achieved but for such Change in Law (taking into consideration the Bank’s or issuer of Letters of Credit’s policies and the policies of its holding company with respect to capital adequacy), then from time to time, within 15 days after demand by the Bank or the issuer of Letters of Credit, the Borrowers shall pay to the Bank or the issuer of Letters of Credit, as the case may be, such additional amount or amounts reasonably determined by the Bank or the issuer of the Letters of Credit as will compensate the Bank or the issuer of Letters of Credit or its holding company for any such reduction suffered. If the Bank or such issuer makes such a claim for compensation, it shall provide to the Borrowers a certificate setting forth the computation of the additional amount demanded in reasonable detail and such certificate shall constitute prima facie evidence of such additional amount if reasonably determined. Notwithstanding the foregoing, the Borrowers shall not be required to compensate the Bank or the issuer of Letters of Credit pursuant to this Section for any reductions suffered more than four months prior to the date that the Bank or the Letter of Credit issuer, as the case may be, notifies the Borrowers of the Change in Law giving rise to such reductions, and of the Bank’s or the Letter of Credit issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such reductions is retroactive, then the four-month period referred to above shall be extended to include the period of retroactive effect thereof).
Change in Capital Adequacy Requirements. If the Bank, acting reasonably, shall determine that the adoption after the date hereof of any applicable law, rule or regulation regarding capital adequacy, or any change in any existing law, rule or regulation, 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 the Bank (or any of its branches) 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 the Bank’s capital as a consequence of its obligations hereunder or for the credit which is the subject matter hereof to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank’s policies with respect to liquidity and capital adequacy) by an amount deemed by the Bank to be material, then from time to time, within fifteen (15) days after written demand by the Bank accompanied by a copy or extract of the applicable law, rule, regulation or directive and a certificate of a duly authorized officer of the Bank setting forth the additional amount and the basis of calculation therefor, the Borrower shall pay to the Bank such additional amount or amounts reasonably determined by the Bank as will compensate the Bank for such reduction.
