Common use of Increased Capital or Costs and Reduced Return Clause in Contracts

Increased Capital or Costs and Reduced Return. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation; or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, by an amount deemed by such Lender to be material, then the Borrower shall, from time to time, promptly following demand by such Lender (with a copy of such demand to the Agent), pay to the Agent, for the account of such Lender, such additional amount or amounts as will compensate such Lender for such increased cost. (b) If after the date hereof, any Lender shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 its Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental 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 obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance by an amount deemed by such Lender to be material, then the Borrower shall, from time to time, promptly following demand by such Lender (with a copy of such demand to the Agent), pay to the Agent, for the account of such Lender, such additional amount or amounts as will compensate such Lender for such reduction. (c) Each Lender agrees to promptly notify the Borrower and Agent of any event of which such Lender has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 2.07 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of the Lender claiming compensation under this Section 2.07 and setting forth the additional amount or amounts to be paid to such Lender hereunder, submitted to the Borrower and the Agent contemporaneously, shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Increased Capital or Costs and Reduced Return. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation; or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any the Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, by an amount deemed by such the Lender to be material, then the Borrower shall, from time to time, promptly following demand by such Lender (with a copy of such demand to the Agent)Lender, pay to the Agent, for the account of such Lender, Lender such additional amount or amounts as will compensate such the Lender for such increased cost. (b) If after the date hereof, any the Lender shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 the Lender (or its Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such the Lender's capital as a consequence of its obligations hereunder to a level below that which such the Lender could have achieved but for such adoption, change or compliance by an amount deemed by such the Lender to be material, then the Borrower shall, from time to time, promptly following demand by such Lender (with a copy of such demand to the Agent)Lender, pay to the Agent, for the account of such Lender, such additional amount or amounts as will compensate such the Lender for such reduction. (c) Each The Lender agrees to promptly notify the Borrower and Agent of any event of which such the Lender has knowledge, occurring after the date hereof, which will entitle such the Lender to compensation pursuant to this Section 2.07 2.06 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such the Lender, be otherwise disadvantageous to such the Lender. A certificate of the Lender claiming compensation under this Section 2.07 2.06 and setting forth the additional amount or amounts to be paid to such the Lender hereunder, submitted to the Borrower and the Agent contemporaneouslyBorrower, shall be conclusive in the absence of manifest error. In determining such amount, such the Lender may use any reasonable averaging and attribution methods.

Increased Capital or Costs and Reduced Return. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation; or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, by an amount deemed by such Lender to be material, then the Borrower shall, from time to time, promptly following demand by such Lender (with a copy of such demand to the Agent), pay to the Agent, for the account of such Lender, such additional amount or amounts as will compensate such Lender for such increased cost. (b) If after the date hereof, any Lender shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 its Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of lawoflaw) of any such Governmental 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 obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance by an amount deemed by such Lender to be material, then the Borrower shall, from time to time, promptly following demand by such Lender (with a copy of such demand to the Agent), pay to the Agent, for the account of such Lender, such additional amount or amounts as will compensate such Lender for such reduction. (c) Each Lender agrees to promptly notify the Borrower and Agent of any event of which such Lender has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 2.07 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of the Lender claiming compensation under this Section 2.07 and setting forth the additional amount or amounts to be paid to such Lender hereunder, submitted to the Borrower and the Agent contemporaneously, shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.