Common use of Xxxxxxx Adequacy Clause in Contracts

Xxxxxxx Adequacy. If, after the date hereof, any Lender has determined that the adoption or the becoming effective of, or any change in, or any change by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of any applicable law, rule, or regulation regarding capital adequacy, or compliance by such Lender, or its parent corporation, 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 parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender, or its parent corporation, could have achieved but for such adoption, effectiveness, changes or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from such Lender to the Borrower, the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such reduction, but in no event shall Borrower be obligated to pay for any reduction or loss of return accruing more than 30 days prior to its receipt of such notice. Each determination by any such Lender of amounts owing under this Section shall, absent error, be conclusive and binding on the parties hereto.

Xxxxxxx Adequacy. If, after (a) In the date hereof, event that Agent or any Lender has shall have determined that the adoption or the becoming effective of, or any change in, or any change Change in Law by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of any applicable law, rule, or regulation regarding capital adequacythereof, or compliance by such Agent or any Lender (for purposes of this Section 3.6, the term “Lender, ” shall include Agent or its parent corporation, any Lender and any corporation or bank controlling Agent or any Lender) and the office or branch where Agent or any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, bank or comparable agency, has or would have the effect of reducing the rate of return on such Agent or any Lender's (or parent corporation's) ’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which Agent or such Lender, or its parent corporation, Lender could have achieved but for such adoption, effectiveness, changes change or compliance (taking into consideration such Agent’s and each Lender's (or parent corporation's) ’s policies with respect to capital adequacy)) by an amount deemed by Agent or any Lender to be material, then, from time to time, Borrowers shall pay upon notice from such Lender demand to the Borrower, the Borrower shall be obligated to pay to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such reduction. In determining such amount or amounts, but in no event shall Borrower be obligated to pay for any reduction Agent or loss of return accruing more than 30 days prior to its receipt of such notice. Each determination by any such Lender may use any reasonable averaging or attribution methods. The protection of amounts owing under this Section shall3.6 shall be available to Agent and each Lender regardless of any possible contention of invalidity or inapplicability with respect to the Applicable Law, absent errorregulation or condition. For purposes of this definition, be conclusive the Xxxx-Xxxxx Xxxx Street Reform and binding on Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been adopted and gone into effect after the parties heretodate of this Agreement.

Xxxxxxx Adequacy. If, If after the date hereofClosing Date, any Lender has will have determined that the adoption or the becoming effective ofimplementation of any applicable Governmental Requirement regarding capital adequacy or any change therein, or any change in, in the interpretation or any change administration thereof by any governmental authority, central bank or comparable agency other Governmental Authority charged with the interpretation or administration thereof in the interpretation or administration of any applicable law, rule, or regulation regarding capital adequacythereof, or compliance by such Lender, Lender (or its parent corporation, parent) with any request guideline, request, or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, bank or comparable agencyother Governmental Authority, has or would have the effect of reducing the rate of return on such Lender's (or parent corporationits parent's) capital or assets as a consequence of its commitments or obligations hereunder or the transactions contemplated hereby to a level below that which such Lender, Lender (or its parent corporation, parent) could have achieved but for such adoption, effectivenessimplementation, changes change, or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from such ) by an amount deemed by Lender to the Borrowerbe material, the then from time to time, within 10 Business Days after demand by Lender, Borrower shall be obligated to will pay to such Lender (or its parent) such additional amount or amounts as will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such reduction, but in no event shall Borrower be obligated to pay for any reduction or loss . A certificate of return accruing more than 30 days prior to its receipt of such notice. Each determination by any such Lender of amounts owing claiming compensation under this Section shalland setting forth the additional amount or amounts to be paid to it hereunder will be conclusive, absent errorprovided that the determination thereof is made on a reasonable basis. In determining such amount or amounts, be conclusive Lender may use any reasonable averaging and binding on the parties heretoattribution methods.

Xxxxxxx Adequacy. If, after the date hereofof this Agreement, the Issuing Bank or any Lender has shall have determined that the adoption or the becoming effective ofimplementation of any applicable law, rule or regulation regarding capital adequacy, or any change intherein, 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 in the interpretation or administration of any applicable law, rule, or regulation regarding capital adequacythereof, or compliance by the Issuance Bank or such Lender, or its parent corporationas the case may be, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, bank or comparable agency, has or would have the effect of reducing the rate of return on the Issuing Bank’s or such Lender's (’s capital, with respect to this Agreement, or parent corporation's) capital the Letter of Credit or assets participations in the Letter of Credit, or otherwise, as a consequence of its commitments or obligations hereunder and under or with respect to the Letter of Credit to a level below that which the Issuing Bank or such Lender, or its parent corporationas the case may be, could have achieved but for such adoption, effectiveness, changes change or compliance (taking into consideration such Lender's (or parent corporation's) its policies with respect to capital adequacy)) by an amount deemed by the Issuing Bank or such Lender, thenas the case may be, to be material, then from time to time, promptly upon notice from such Lender to demand by the BorrowerIssuing Bank, the Borrower shall be obligated hereby agrees to pay to such Lender such additional amount or amounts as will compensate the Issuing Bank or such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of Lender, as the amount indemnified) case may be, for such reduction. A certificate of the Issuing Bank or such Lender, but in no event as the case may be, claiming compensation under this section and setting forth the additional amount or amounts to be paid to it hereunder shall Borrower be obligated to pay for any reduction or loss of return accruing more than 30 days prior to its receipt of such noticeconclusive absent manifest error. Each determination by In determining any such Lender of amounts owing under this Section shallamount, absent errorthe Issuing Bank or such Lender, be conclusive as the case may be, may use any reasonable averaging and binding on the parties heretoattribution methods.