Common use of Reduced Return Clause in Contracts

Reduced Return. If the 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 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 such Lender's capital as a consequence of its Commitments and obligations hereunder to a level below that which would have been achieved but for such Requirement, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender to be material (which amount shall be determined by such Lender's 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 Lender, the Borrower shall pay to the Agent for the benefit of such Lender such additional amount or amounts as will compensate such Lender for such reduction. 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, 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 the general policy of such Lender to ----------- 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 reductions fairly among all of its affected commitments and credit extensions (whether or not it seeks compensation from all affected borrowers).

Reduced Return. If any Bank or the Agent Issuing Bank 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 any Lender 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 such Lenderthat 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 such Lenderthat Bank's or the Issuing Bank's, as the case may be, policies with respect to capital adequacy) by an amount deemed by such Lender that Bank or the Issuing Bank, as the case may be, to be material (which amount shall be determined by such Lenderthat 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 Agent on behalf of such LenderIssuing Bank, as the case may be, the Borrower shall pay to that Bank or the Agent for Issuing Bank, as the benefit of such Lender case may be, such additional amount or amounts as will compensate such Lender that Bank or the Issuing Bank, as the case may be, for such reduction. Neither ; provided, however, that the Agent nor Borrower shall not be obligated to pay any Lender presently has knowledge of Bank or the Issuing Bank, as the case may be, for any new Requirement or any pending change in any existing Requirement which would result in such additional amounts being owed. Notwithstanding 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 other provision of Bank or the Issuing Bank, as the case may be, for any additional amount otherwise payable pursuant to this Section 3.5, no Lender shall ----------- demand compensation for any increased cost or reduction referred 3.06 to the extent such amount is reflected in this Section 3.5 if it shall not at adjustments to the time be interest rates applicable to the general policy of such Lender to ----------- 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 reductions fairly among all of its affected commitments and credit extensions (whether or not it seeks compensation from all affected borrowers)Loans.

Reduced Return. If any Lender or the Agent Issuing Bank 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 financial institutions generally regarding capital adequacy (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 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 such 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 such Lender's policies or the Issuance Bank's, as the case may be, polices with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank, as the case may be, to be material (which amount shall be determined by such 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 Lender or the Agent on behalf of such LenderIssuing Bank, as the case may be, the Borrower Borrowers shall pay to that Lender or the Agent for Issuing Bank, as the benefit of such Lender case may be, such additional amount or amounts as will compensate such that Lender or the Issuing Bank, as the case may be, for such reduction. 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, 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 the general policy of such Lender to ----------- 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 reductions fairly among all of its affected commitments and credit extensions (whether or not it seeks compensation from all affected borrowers).

Reduced Return. If any Lender or the Agent 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 generally applicable to banks located in California, Pennsylvania, or such other state as any Lender shall be located (collectively in this Section 3.5, "RequirementREQUIREMENT") ----------- ----------- 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 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 such any 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 such that Lender's or the Issuing Bank's, as the case may be, policies with respect to capital adequacy) by an amount deemed by such that Lender or the Issuing Bank, as the case may be, to be material (which amount shall be determined by such Lender's 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 Lender or the Agent on behalf of such LenderIssuing Bank, as the case may be, the Borrower shall pay to that Lender or the Agent for Issuing Bank, as the benefit of such Lender case may be, such additional amount or amounts as will compensate such that Lender or the Issuing Bank, as the case may be, for such reduction. 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, 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 the general policy of such Lender to ----------- 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 reductions fairly among all of its affected commitments and credit extensions (whether or not it seeks compensation from all affected borrowers).

Reduced Return. If the Agent Lender shall have determined that -------------- any change after the Effective Date in 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, adequacy 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 any the Lender or the 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 such the Lender's ’s or its holding company’s capital as a consequence of its Commitments Commitment, Loans and obligations hereunder (and which has not been taken into account in computing the 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 such the Lender's ’s policies with respect to capital adequacy) by an amount deemed by such the Lender to be material (which amount shall be determined by such the Lender's ’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 a statement in reasonable detail) by the Agent on behalf of such Lender, the Borrower shall pay to the Agent for the benefit of such Lender such additional amount or amounts as will compensate such the Lender for such reduction. Neither , provided that for all purposes (i) the Agent nor any Lender presently has knowledge of any new Requirement Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all rules, regulations, orders, requests, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any pending successor or similar authority) or the United States or foreign regulatory authorities, pursuant to Basel III, shall be deemed to be a change in any existing Requirement which would result in law, regardless of the date enacted, adopted or issued. The determination of such additional amounts being owedamount by the Lender shall be presumed correct absent manifest error. Notwithstanding any other provision This covenant shall survive termination of this Section 3.5, no Lender shall ----------- demand compensation for any increased cost or reduction referred to in this Section 3.5 if it shall not at Agreement and the time be payment of the general policy of such Lender to ----------- 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 reductions fairly among all of its affected commitments and credit extensions (whether or not it seeks compensation from all affected borrowers)Obligations.

Reduced Return. If any Lender or the Agent Issuing Bank shall reasonably -------------- have determined that -------------- that, after the date hereof, the adoption of 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 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 such any 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 such that Lender's or the Issuing Bank's, as the case may be, policies with respect to capital adequacy) by an amount deemed by such that Lender or the Issuing Bank, as the case may be, to be material (which amount shall be determined by such Lender's 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 Lender or the Agent on behalf of such LenderIssuing Bank, as the case may be, the Borrower shall pay to that Lender or the Agent for Issuing Bank, as the benefit of such Lender case may be, such additional amount or amounts as will compensate such that Lender or the Issuing Bank, as the case may be, for such reduction. 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, 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 the general policy of such Lender to ----------- 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 reductions fairly among all of its affected commitments and credit extensions (whether or not it seeks compensation from all affected borrowers).