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).
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Samples: Credit and Security Agreement (Emergent Information Technologies Inc)
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).
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Reduced Return. (a) If the Agent any Affected Person shall have determined that -------------- (i) the introduction of any applicable lawCapital Adequacy Regulation (as defined in the Senior Credit Agreement), 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"ii) ----------- ----------- regarding capital adequacy, or any change thereinin any Capital Adequacy Regulation, or (iii) any change in the interpretation or administration thereof of any Capital Adequacy Regulation by any United States federal or state governmental authority, central bank or comparable agency other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Affected Person or any Lender corporation controlling such Affected Person with any request or directive regarding capital adequacy (whether or not having Capital Adequacy Regulation, in each case after the force date of law) of any such authoritythis Agreement, central bank or comparable agency, has affects or would have affect the effect amount of reducing the rate of return on capital required or expected to be maintained by such Lender's capital as a consequence of its Commitments Affected Person or any corporation controlling such Affected Person and obligations hereunder to a level below that which would have been achieved but for such Requirement, change or compliance (taking into consideration such LenderAffected Person's or such corporation's policies with respect to capital adequacy) by an determines that the 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 capital is increased as a consequence of its agreeing to make or making, funding or maintaining any commitment to make purchases of or otherwise to maintain the investment in Pool Receivables or interests therein related to this Agreement or any direct or indirect funding thereof and other commitments in relation thereto, then, within fifteen (15) Business Days of demand of such events)Affected Person to the Seller through the Administrative Agent, then the Seller shall pay to such Affected Person, from time to timetime as specified by such Affected Person, within five (5) Business Days after demand by the Agent on behalf additional amounts reasonably sufficient to compensate such Affected Person for such increase. A statement of such Lender, the Borrower shall pay Affected Person as to the Agent for the benefit of such Lender any such additional amount or amounts as will compensate (including calculation thereof in reasonable detail), in the absence of manifest error, shall be conclusive and binding on the Seller. In determining such Lender for amount or amounts, such reduction. Neither Affected Person may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable and that is not materially less favorable to the Seller than to any of its other similarly situated customers.
(b) Upon receipt by the Seller (i) from the Administrative Agent nor any Lender presently has knowledge of notice of any new Requirement or any pending change in any existing Requirement which would result in such requirement to pay additional amounts being owedpursuant to paragraph (a) above or (ii) of any claim for compensation under Section 2.10, in either case in relation to any lender under the Liquidity Facility Agreements, the Seller may (1) seek a replacement bank or financial institution to acquire and assume all of such lender's loans and commitments under the Liquidity Facility Agreements; or (2) request one or more of the other lenders under the Liquidity Facility Agreements to acquire and assume all of such lender's loans and commitments under the Liquidity Facility Agreements. Notwithstanding Any such designation by the Seller (and any other provision such acquisition and assumption) shall be subject to the prior written consent of this Section 3.5, no Lender the Administrative Agent and shall ----------- demand compensation for any increased cost or reduction referred to be conditional on each Rating Agency having confirmed that such acquisition and assumption shall not adversely affect the then current ratings of the Seller's commercial paper notes. Nothing in this Section 3.5 if it agreement shall not at require any lender under the time be the general policy of such Lender Liquidity Facility Agreements to ----------- demand such compensation in similar circumstances under comparable provisions of other credit agreements, and such Lender shall in good faith endeavor agree to allocate increased costs or reductions fairly among all transfer any of its affected loans and commitments and credit extensions in the circumstances described in this paragraph (whether or not it seeks compensation from all affected borrowersb).
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Reduced Return. (a) If the Agent any Affected Person shall have determined that -------------- (i) the introduction of any applicable lawCapital Adequacy Regulation (as defined in the Senior Credit Agreement), 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"ii) ----------- ----------- regarding capital adequacy, or any change thereinin any Capital Adequacy Regulation, or (iii) any change in the interpretation or administration thereof of any Capital Adequacy Regulation by any United States federal or state governmental authority, central bank or comparable agency other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Affected Person or any Lender corporation controlling such Affected Person with any request or directive regarding capital adequacy (whether or not having Capital Adequacy Regulation, in each case after the force date of law) of any such authoritythis Agreement, central bank or comparable agency, has affects or would have affect the effect amount of reducing the rate of return on capital required or expected to be maintained by such Lender's capital as a consequence of its Commitments Affected Person or any corporation controlling such Affected Person 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 Affected Person’s or such corporation’s policies with respect to capital adequacy) by an determines that the 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 capital is increased as a consequence of its agreeing to make or making, funding or maintaining any commitment to make purchases of or otherwise to maintain the investment in Pool Receivables or interests therein related to this Agreement or any direct or indirect funding thereof and other commitments in relation thereto, then, within fifteen (15) Business Days of demand of such events)Affected Person to the Seller through the Administrative Agent, then the Seller shall pay to such Affected Person, from time to timetime as specified by such Affected Person, within five (5) Business Days after demand by the Agent on behalf additional amounts reasonably sufficient to compensate such Affected Person for such increase. A statement of such Lender, the Borrower shall pay Affected Person as to the Agent for the benefit of such Lender any such additional amount or amounts as will compensate (including calculation thereof in reasonable detail), in the absence of manifest error, shall be conclusive and binding on the Seller. In determining such Lender for amount or amounts, such reduction. Neither Affected Person may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable and that is not materially less favorable to the Seller than to any of its other similarly situated customers.
(b) Upon receipt by the Seller (i) from the Administrative Agent nor any Lender presently has knowledge of notice of any new Requirement or any pending change in any existing Requirement which would result in such requirement to pay additional amounts being owedpursuant to paragraph (a) above or (ii) of any claim for compensation under Section 2.10, in either case in relation to any lender under the Liquidity Facility Agreements, the Seller may (1) seek a replacement bank or financial institution to acquire and assume all of such lender’s loans and commitments under the Liquidity Facility Agreements; or (2) request one or more of the other lenders under the Liquidity Facility Agreements to acquire and assume all of such lender’s loans and commitments under the Liquidity Facility Agreements. Notwithstanding Any such designation by the Seller (and any other provision such acquisition and assumption) shall be subject to the prior written consent of this Section 3.5, no Lender the Administrative Agent and shall ----------- demand compensation for any increased cost or reduction referred to be conditional on each Rating Agency having confirmed that such acquisition and assumption shall not adversely affect the then current ratings of the Seller’s commercial paper notes. Nothing in this Section 3.5 if it agreement shall not at require any lender under the time be the general policy of such Lender Liquidity Facility Agreements to ----------- demand such compensation in similar circumstances under comparable provisions of other credit agreements, and such Lender shall in good faith endeavor agree to allocate increased costs or reductions fairly among all transfer any of its affected loans and commitments and credit extensions in the circumstances described in this paragraph (whether or not it seeks compensation from all affected borrowersb).
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