Common use of Reduced Return Clause in Contracts

Reduced Return. (a) If any Affected Person shall have determined that (i) the introduction of any Capital Adequacy Regulation (as defined in the Senior Credit Agreement), (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Affected Person or any corporation controlling such Affected Person with any Capital Adequacy Regulation, in each case after the date of this Agreement, affects or would affect the amount of capital required or expected to be maintained by such Affected Person or any corporation controlling such Affected Person and (taking into consideration such Affected Person’s or such corporation’s policies with respect to capital adequacy) determines that the amount of such 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 Affected Person to the Seller through the Administrative Agent, the Seller shall pay to such Affected Person, from time to time as specified by such Affected Person, additional amounts reasonably sufficient to compensate such Affected Person for such increase. A statement of such Affected Person as to any such additional amount or amounts (including calculation thereof in reasonable detail), in the absence of manifest error, shall be conclusive and binding on the Seller. In determining such amount or amounts, such 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 of notice of any requirement to pay additional amounts pursuant 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. Any such designation by the Seller (and any such acquisition and assumption) shall be subject to the prior written consent of the Administrative Agent and shall 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 agreement shall require any lender under the Liquidity Facility Agreements to agree to transfer any of its loans and commitments in the circumstances described in this paragraph (b).

Reduced Return. (a) If any Affected Person 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 (icollectively in this Section 3.5, "Requirement") the introduction of any Capital Adequacy Regulation (as defined in the Senior Credit Agreement)----------- ----------- regarding capital adequacy, (ii) or any change in any Capital Adequacy Regulationtherein, (iii) or any change in the interpretation or administration of any Capital Adequacy Regulation thereof by any United States federal or state governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or (iv) compliance by such Affected Person or any corporation controlling such Affected Person Lender with any Capital Adequacy Regulationrequest or directive regarding capital adequacy (whether or not having the force of law) of any such authority, in each case after the date of this Agreementcentral bank or comparable agency, affects has or would affect have the amount effect of reducing the rate of return on such Lender's capital required 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 expected to be maintained by such Affected Person or any corporation controlling such Affected Person and compliance (taking into consideration such Affected Person’s or such corporation’s Lender's policies with respect to capital adequacy) determines that by an amount deemed by such Lender to be material (which amount shall be determined by such Lender's reasonable allocation of the amount aggregate of such capital is increased as a consequence of its agreeing reductions resulting from such events), then from time 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, thentime, within fifteen five (155) Business Days of after demand by the Agent on behalf of such Affected Person to the Seller through the Administrative AgentLender, the Seller Borrower shall pay to such Affected Person, from time to time as specified by such Affected Person, additional amounts reasonably sufficient to compensate such Affected Person the Agent for such increase. A statement the benefit of such Affected Person as to any Lender such additional amount or amounts (including calculation thereof 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 reasonable detail)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 absence time be the general policy of manifest errorsuch Lender to ----------- demand such compensation in similar circumstances under comparable provisions of other credit agreements, and such Lender shall be conclusive and binding on the Seller. In determining such amount in good faith endeavor to allocate increased costs or amounts, such 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 reductions fairly among all of its other similarly situated customers. affected commitments and credit extensions (b) Upon receipt by the Seller (i) whether or not it seeks compensation from the Administrative Agent of notice of any requirement to pay additional amounts pursuant 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. Any such designation by the Seller (and any such acquisition and assumption) shall be subject to the prior written consent of the Administrative Agent and shall 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 agreement shall require any lender under the Liquidity Facility Agreements to agree to transfer any of its loans and commitments in the circumstances described in this paragraph (baffected borrowers).

Reduced Return. (a) If any Affected Person the Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation (as defined in the Senior Credit Agreement), (ii) any change after the Effective Date in any Capital Adequacy Regulationapplicable law, regulation, rule or regulatory requirement (iii“Requirement”) regarding capital adequacy or any change in the interpretation or administration of any Capital Adequacy Regulation thereof by any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or (iv) compliance by such Affected Person the Lender or any corporation controlling such Affected Person the Lender’s holding company with any Capital Adequacy Regulationrequest or directive regarding capital adequacy (whether or not having the force of law) of any such authority, in each case after the date of this Agreementcentral bank or comparable agency, affects has or would affect have the amount effect of reducing the rate of return on the Lender’s or its holding company’s capital required as a consequence of its 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 the Applicable Reserve Requirement or expected to be maintained by such Affected Person or any corporation controlling such Affected Person and compliance (taking into consideration such Affected Person’s or such corporationthe Lender’s policies with respect to capital adequacy) determines that by an amount deemed by the Lender to be material (which amount shall be determined by the Lender’s reasonable allocation of the aggregate of such capital is increased as a consequence of its agreeing reductions resulting from such events), then from time 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, thentime, within fifteen ten (1510) Business Days of after demand of such Affected Person to (accompanied by a statement in reasonable detail) by the Seller through the Administrative AgentLender, the Seller Borrower shall pay to such Affected Person, from time to time as specified by such Affected Person, additional amounts reasonably sufficient to compensate such Affected Person for such increase. A statement of such Affected Person as to any the Lender such additional amount or amounts as will compensate the Lender for such reduction, provided that for all purposes (including calculation thereof i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in reasonable detail)connection therewith and (ii) all rules, in regulations, orders, requests, guidelines or directives promulgated by the absence of manifest errorBank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, pursuant to Basel III, shall be conclusive and binding on deemed to be a change in law, regardless of the Sellerdate enacted, adopted or issued. In determining The determination of such amount or amounts, such 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 Lender shall be presumed correct absent manifest error. This covenant shall survive termination of this Agreement and the Administrative Agent of notice of any requirement to pay additional amounts pursuant 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 payment 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. Any such designation by the Seller (and any such acquisition and assumption) shall be subject to the prior written consent of the Administrative Agent and shall 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 agreement shall require any lender under the Liquidity Facility Agreements to agree to transfer any of its loans and commitments in the circumstances described in this paragraph (b)Obligations.

Reduced Return. (a) If any Affected Person Bank or the Issuing Bank shall have determined that any applicable law, regulation, rule or regulatory requirement (i"Requirement") the introduction of any Capital Adequacy Regulation (as defined in the Senior Credit Agreement)regarding capital adequacy, (ii) or any change in any Capital Adequacy Regulationtherein, (iii) or any change in the interpretation or administration of any Capital Adequacy Regulation thereof by any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or (iv) compliance by such Affected Person Bank or any corporation controlling such Affected Person the Issuing Bank with any Capital Adequacy Regulationrequest or directive regarding capital adequacy (whether or not having the force of law) of any such authority, in each case after the date of this Agreementcentral bank or comparable agency, affects has or would affect have the amount effect of reducing the rate of return on that Bank's or the Issuing Bank's capital required as a consequence of its Commitments and obligations hereunder, the Letters of Credit issued hereunder or expected its obligation to be maintained by purchase a participation in the Letters of Credit to a level below that which would have been achieved but for such Affected Person Requirement, change or any corporation controlling such Affected Person and compliance (taking into consideration such Affected Person’s that Bank's or such corporation’s the Issuing Bank's, as the case may be, policies with respect to capital adequacy) determines 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 capital is increased as a consequence of its agreeing reductions resulting from such events), then from time 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, thentime, within fifteen five (155) Business Days of after demand of by such Affected Person to Bank or the Seller through Issuing Bank, as the Administrative Agentcase may be, the Seller Borrower shall pay to such Affected Personthat Bank or the Issuing Bank, from time to time as specified by such Affected Personthe case may be, additional amounts reasonably sufficient to compensate such Affected Person for such increase. A statement of such Affected Person as to any such additional amount or amounts (including calculation thereof in reasonable detail)as will compensate that Bank or the Issuing Bank, in as the absence 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 manifest errordemand for payment by such Bank or the Issuing Bank, as the case may be; provided, further, however, that the Borrower shall not be conclusive and binding on obligated to pay any Bank or the Seller. In determining Issuing Bank, as the case may be, for any additional amount otherwise payable pursuant to this Section 3.06 to the extent such amount or amounts, such Affected Person may use any method of averaging and attribution that it (is reflected in its sole and absolute discretion) shall deem applicable and that is not materially less favorable adjustments to the Seller than to any of its other similarly situated customers. (b) Upon receipt by the Seller (i) from the Administrative Agent of notice of any requirement to pay additional amounts pursuant 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. Any such designation by the Seller (and any such acquisition and assumption) shall be subject interest rates applicable to the prior written consent of the Administrative Agent and shall 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 agreement shall require any lender under the Liquidity Facility Agreements to agree to transfer any of its loans and commitments in the circumstances described in this paragraph (b)Loans.

Reduced Return. (a) If any Affected Person Lender or the Issuing Bank shall have -------------- determined that any law, regulation, rule or regulatory requirement applicable to financial institutions generally regarding capital adequacy (i) the introduction of any Capital Adequacy Regulation (as defined in the Senior Credit Agreement"Requirement"), (ii) ----------- or any change in any Capital Adequacy Regulationtherein, (iii) or any change in the interpretation or administration of any Capital Adequacy Regulation thereof by any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof, or (iv) compliance by such Affected Person any Lender or any corporation controlling such Affected Person the Issuing Bank with any Capital Adequacy Regulationrequest or directive regarding capital adequacy (applicable to financial institutions generally whether or not having the force of law) of any such authority, in each case after the date of this Agreementcentral bank or comparable agent, affects has or would affect have the amount effect of reducing the rate of return on such Lender's or the Issuing Bank's capital required as a consequence of its Commitment and obligations hereunder, the Letters of Credit issued hereunder or expected its obligation to be maintained by purchase a participation in the Letters of Credit to a level below that which would have been achieved but for such Affected Person Requirement, change or any corporation controlling such Affected Person and compliance (taking into consideration such Affected Person’s Lender's or such corporation’s policies the Issuance Bank's, as the case may be, polices with respect to capital adequacy) determines that 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 capital is increased as a consequence of its agreeing reductions resulting from such events) then from time 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, thentime, within fifteen five (155) Business Days of after demand of by such Affected Person to Lender or the Seller through Issuing Bank, as the Administrative Agentcase may be, the Seller Borrowers shall pay to such Affected Personthat Lender or the Issuing Bank, from time to time as specified by such Affected Personthe case may be, additional amounts reasonably sufficient to compensate such Affected Person for such increase. A statement of such Affected Person as to any such additional amount or amounts (including calculation thereof in reasonable detail)as will compensate that Lender or the Issuing Bank, in as the absence of manifest errorcase may be, shall be conclusive and binding on the Seller. In determining for such amount or amounts, such 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 customersreduction. (b) Upon receipt by the Seller (i) from the Administrative Agent of notice of any requirement to pay additional amounts pursuant 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. Any such designation by the Seller (and any such acquisition and assumption) shall be subject to the prior written consent of the Administrative Agent and shall 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 agreement shall require any lender under the Liquidity Facility Agreements to agree to transfer any of its loans and commitments in the circumstances described in this paragraph (b).

Reduced Return. (a) If any Affected Person shall have determined that (i) the introduction of any Capital Adequacy Regulation (as defined in the Senior Credit Agreement), (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof, or (iv) compliance by such Affected Person or any corporation controlling such Affected Person with any Capital Adequacy Regulation, in each case after the date of this Agreement, affects or would affect the amount of capital required or expected to be maintained by such Affected Person or any corporation controlling such Affected Person and (taking into consideration such Affected Person’s 's or such corporation’s 's policies with respect to capital adequacy) determines that the amount of such 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 Affected Person to the Seller through the Administrative Agent, the Seller shall pay to such Affected Person, from time to time as specified by such Affected Person, additional amounts reasonably sufficient to compensate such Affected Person for such increase. A statement of such Affected Person as to any such additional amount or amounts (including calculation thereof in reasonable detail), in the absence of manifest error, shall be conclusive and binding on the Seller. In determining such amount or amounts, such 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 of notice of any requirement to pay additional amounts pursuant 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 '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 's loans and commitments under the Liquidity Facility Agreements. Any such designation by the Seller (and any such acquisition and assumption) shall be subject to the prior written consent of the Administrative Agent and shall 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 's commercial paper notes. Nothing in this agreement shall require any lender under the Liquidity Facility Agreements to agree to transfer any of its loans and commitments in the circumstances described in this paragraph (b).