Common use of Increased Costs and Reduced Returns Clause in Contracts

Increased Costs and Reduced Returns. The Borrower agrees that if any law now or hereafter in effect and whether or not presently applicable to the Lender or any request, guideline or directive of any Governmental Authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) or the interpretation or administration thereof by any Governmental Authority , shall either (a)(i) impose, affect, modify or deem applicable any reserve, special deposit, capital maintenance or similar requirement against any Loan, (ii) impose on the Lender any other condition regarding any Loan, this Agreement, the Note or the facilities provided hereunder, or (iii) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting the Lender being imposed or modified or deemed applicable to the Lender, or (b) subject the Lender to any taxes on the recording, registration, notarization or other formalization of the Loans or the Note, and the result of any event referred to in clause (a) or (b) above shall be to increase the cost to the Lender of making, funding or maintaining any Loan or to reduce the amount of any sum receivable by the Lender or the Lender's rate of return on capital with respect to any Loan to a level below that which the Lender could have achieved but for such imposition, modification or deemed applicability (taking into consideration the Lender's policies with respect to capital adequacy) by an amount deemed by Lender (in the exercise of its discretion) to be material, then, upon demand by the Lender, the Borrower shall immediately pay to the Lender additional amounts which shall be sufficient to compensate the Lender for such increased cost, tax or reduced rate of return. A certificate of the Lender to the Borrower claiming compensation under this Section 3.8 shall constitute prima facie evidence of the accuracy of the information contained therein. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, and the method by which such amounts were determined. In determining such amount, the Lender may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. The Borrower agrees Borrowers agree that if (i) any law now or hereafter in effect and whether or not presently applicable to the Lender or (ii) any request, guideline or directive of any Governmental Authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) or the interpretation or administration thereof by any Governmental Authority , shall either not (a)(iA) impose, affect, modify or deem applicable any reserve, special deposit, capital maintenance or similar requirement against any Loan, (iiB) impose on the such Lender any other condition regarding any Loan, this Agreement, the any Note or the facilities provided hereunder, or (iiiC) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting the such Lender being imposed or modified or deemed applicable to the Lender, such Lender or (bz) subject the such Lender to any taxes on the recording, registration, notarization or other formalization of the Loans or the any Note, and the result of any event referred to in clause (ai) or (bii) above shall be to increase the cost to the such Lender of making, funding or maintaining any Loan or to reduce the amount of any sum receivable by the such Lender or the such Lender's rate of return on capital with respect to any Loan to a level below that which the such Lender could have achieved but for such imposition, modification or deemed applicability (taking into consideration the such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender (in the exercise of its reasonable discretion) to be material, then, upon demand by the such Lender, the Borrower Borrowers shall immediately pay to the such Lender additional amounts which shall be sufficient to compensate the such Lender for such increased cost, tax or reduced rate of return. A certificate of the such Lender to the Borrower Borrowers claiming compensation under this Section 3.8 4.8 shall constitute prima facie evidence be final, conclusive and binding on all parties for all purposes in the absence of the accuracy of the information contained thereinmanifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, hereunder and the method by which such amounts were determined. In determining such amount, the such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary in this Section 4.8, (i) the Borrower shall not be liable to any such Lender(s) for any costs, taxes or reduced rates of return which were incurred or paid by such Lender(s) more than ninety (90) days prior to the date of the certificate of Lender to be delivered to the Borrower pursuant to this Section 4.8 and (ii) if the costs, taxes or reduced rates of return incurred or paid by the Lender(s) at any time during the term hereof exceed in the aggregate $250,000 and, in the future any addtional costs, taxes or reduced rates of return may be mitigated by changing the location of such Lender(s) office for administration of the Loans to another existing loan office of such Lender(s) within the United States of America then such Lender(s) shall use commercially reasonable efforts to move the administration of the Loans and this Agreement to such other existing loan office.

Increased Costs and Reduced Returns. The Borrower agrees that if any law now or hereafter in effect and whether or not presently applicable to the Lender or any request, guideline or directive of any Governmental Authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) or the interpretation or administration thereof by any Governmental Authority Authority, shall either (a)(i) impose, affect, modify or deem applicable any reserve, special deposit, capital maintenance or similar requirement against any Revolving Credit Loan, (ii) impose on the Lender any other condition regarding any Revolving Credit Loan, this Agreement, the Note or the facilities provided hereunder, or (iii) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting the affecting. Lender being imposed or modified or deemed applicable to the Lender, Lender or (b) subject the Lender to any taxes on the recording, registration, notarization or other formalization of the Revolving Credit Loans or the Note, and the result of any event referred to in clause (a) or (b) above shall be to increase the cost to the Lender of making, funding or maintaining any Revolving Credit Loan or to reduce the amount of any sum receivable by the Lender or the Lender's rate of return on capital with respect to any Revolving Credit Loan to a level below that which the Lender could have achieved but for such imposition, modification or deemed applicability (taking into consideration the Lender's policies with respect to capital adequacy) by an amount deemed by Lender (in the exercise of its good faith discretion) to be material, then, upon demand by the Lender, the Borrower shall immediately pay to the Lender additional amounts which shall be sufficient to compensate the Lender for such increased cost, tax or reduced rate of return. A certificate of the Lender to the Borrower claiming compensation under this Section 3.8 SECTION 3.6 shall constitute prima facie evidence be final, conclusive and binding on all parties for all purposes in the absence of the accuracy of the information contained thereinmanifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, hereunder and the method by which such amounts were determined. In determining such amount, the Lender may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. The Borrower agrees that if any law now or hereafter in effect and whether or not presently applicable to the Lender or any request, guideline or directive of any Governmental Authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) or the interpretation or administration thereof by any Governmental Authority Authority, shall either (a)(i) impose, affect, modify or deem applicable any reserve, special deposit, capital maintenance or similar requirement against any Loan, (ii) impose on the Lender any other condition regarding any Loan, this Agreement, the Note Notes or the facilities provided hereunder, or (iii) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting the Lender being imposed or modified or deemed applicable to the Lender, or (b) subject the Lender to any taxes on the recording, registration, notarization or other formalization of the Loans or the NoteNotes, and the result of any event referred to in clause CLAUSE (a) or (b) above shall be to increase the cost to the Lender of making, funding or maintaining any Loan or to reduce the amount of any sum receivable by the Lender or the Lender's rate of return on capital with respect to any Loan to a level below that which the Lender could have achieved but for such imposition, modification or deemed applicability (taking into consideration the Lender's policies with respect to capital adequacy) by an amount deemed by Lender (in the exercise of its discretion) to be material, then, upon demand by the Lender, the Borrower shall immediately pay to the Lender additional amounts which shall be sufficient to compensate the Lender for such increased cost, tax or reduced rate of return. A certificate of the Lender to the Borrower claiming compensation under this Section SECTION 3.8 shall constitute prima facie evidence be final, conclusive and binding on all parties for all purposes in the absence of the accuracy of the information contained thereinmanifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, and the method by which such amounts were determined. determined In determining such amount, the Lender may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. The Borrower agrees that if any law now or hereafter in effect and whether or not presently applicable to the Lender or any request, guideline or directive of any Governmental Authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) or the interpretation or administration thereof by any Governmental Authority Authority, shall either (a)(i) impose, affect, modify or deem applicable any reserve, special deposit, capital maintenance or similar requirement against any Loan, (ii) impose on the Lender any other condition regarding any Loan, this Agreement, the Note Notes or the facilities provided hereunder, or (iii) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting the Lender being imposed or modified or deemed applicable to the Lender, or (b) subject the Lender to any taxes on the recording, registration, notarization or other formalization of the Loans or the NoteNotes, and the result of any event referred to in clause CLAUSE (aA) or (bB) above shall be to increase the cost to the Lender of making, funding or maintaining any Loan or to reduce the amount of any sum receivable by the Lender or the Lender's rate of return on capital with respect to any Loan to a level below that which the Lender could have achieved but for such imposition, modification or deemed applicability (taking into consideration the Lender's policies with respect to capital adequacy) by an amount deemed by Lender (in the exercise of its discretion) to be material, then, upon demand by the Lender, the Borrower shall immediately pay to the Lender additional amounts which shall be sufficient to compensate the Lender for such increased cost, tax or reduced rate of return. A certificate of the Lender to the Borrower claiming compensation under this Section 3.8 SECTION 3.3 shall constitute prima facie evidence be final, conclusive and binding on all parties for all purposes in the absence of the accuracy of the information contained thereinmanifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, and the method by which such amounts were determined. In determining such amount, the Lender may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. The Borrower agrees Borrowers agree that if any law now or hereafter in effect and whether or not presently applicable to the Lender Bank or any request, guideline or directive of any Governmental Authority governmental authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) or the interpretation or administration thereof by any Governmental Authority governmental authority, shall either (a)(i) impose, affect, modify or deem applicable any reserve, special deposit, capital maintenance or similar requirement against any Loan, (ii) impose on the Lender Bank any other condition regarding any Loan, this Agreement, the Note promissory notes or the facilities provided hereunder, or (iii) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting the Lender Bank being imposed or modified or deemed applicable to the LenderBank, or (b) subject the Lender Bank to any taxes on the recording, registration, notarization or other formalization of the Loans or the Notepromissory notes, and the result of any event referred to in clause (a) or (b) above shall be to increase the cost to the Lender Bank of making, funding or maintaining any Loan or to reduce the amount of any sum receivable by the Lender Bank or the LenderBank's rate of return on capital with respect to any Loan to a level below that which the Lender Bank could have achieved but for such imposition, modification or deemed applicability (taking into consideration the LenderBank's policies with respect to capital adequacy) by an amount deemed by Lender Bank (in the exercise of its Bank's reasonable discretion) to be material, then, upon demand by the LenderBank, the Borrower Borrowers shall immediately pay to the Lender Bank additional amounts which shall be sufficient to compensate the Lender Bank for such increased cost, tax or reduced rate of return. A certificate of the Lender from Bank to the Borrower Borrowers claiming compensation under this Section 3.8 subsection (x) shall constitute prima facie evidence be final, conclusive and binding on all parties for all purposes in the absence of the accuracy of the information contained thereinmanifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it Bank hereunder, and the method by which such amounts were determined. In determining such amount, the Lender Bank may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. The Borrower agrees Borrowers agree that if any law now or hereafter in effect and whether or not presently applicable to the Lender or any request, guideline or directive of any Governmental Authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) or the interpretation or administration thereof by any Governmental Authority Authority, shall either (a)(i) impose, affect, modify or deem applicable any reserve, special deposit, capital maintenance or similar requirement against any Loan, (ii) impose on the Lender any other condition regarding any Loan, this Agreement, the Note Notes or the facilities provided hereunder, or (iii) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting the Lender being imposed or modified or deemed applicable to the Lender, Lender or (b) subject the Lender to any taxes on the recording, registration, notarization or other formalization of the Loans or the NoteNotes, and the result of any event referred to in clause (a) or (b) above shall be to increase the cost to the Lender of making, funding or maintaining any Loan or to reduce the amount of any sum receivable by the Lender or the Lender's rate of return on capital with respect to any Loan to a level below that which the Lender could have achieved but for such imposition, modification or deemed applicability (taking into consideration the Lender's policies with respect to capital adequacy) by an amount deemed by Lender (in the exercise of its discretion) to be material, then, upon demand by the Lender, the Borrower Borrowers shall immediately pay to the Lender additional amounts which shall be sufficient to compensate the Lender for such increased cost, tax or reduced rate of return. A certificate of the Lender to the Borrower Borrowers claiming compensation under this Section 3.8 3.07 shall constitute prima facie evidence be final, conclusive and binding on all parties for all purposes in the absence of the accuracy of the information contained thereinmanifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, hereunder and the method by which such amounts were determined. In determining such amount, the Lender may use any reasonable averaging and attribution methods. In the event such compensation is required to be paid by Borrowers pursuant to this Section 3.07, Lender shall give the Borrowers thirty (30) days notice thereof and Lender shall at all times act in a commercially reasonable manner.

Increased Costs and Reduced Returns. The Borrower agrees Borrowers agree that if any law now or hereafter in effect and whether or not presently applicable to the Lender Lenders or Agent or any request, guideline or directive of any Governmental Authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) or the interpretation or administration thereof by any Governmental Authority Authority, shall either (a)(i) imposea)(i)impose, affect, modify or deem applicable any reserve, special deposit, capital maintenance or similar requirement against any LoanAdvance, (ii) impose on the Lender or the Agent any other condition regarding any LoanAdvance, this Agreement, the Note or the facilities provided hereunder, or (iii) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting the Lender Lenders or Agent being imposed or modified or deemed applicable to the LenderLenders or Agent, or (b) subject the Lender Lenders or Agent to any taxes Taxes, including any Taxes on the recording, registration, notarization or other formalization of the Loans Advances or the Note, and the result of any event referred to in clause CLAUSE (aA) or (bB) above shall be to increase the cost to the Lender Lenders or Agent of making, funding or maintaining any Loan Advance or to reduce the amount of any sum receivable by the Lender Lenders or Agent, or the Lender's Lenders' rate of return on capital with respect to any Loan Advance to a level below that which the Lender Agent or the Lenders could have achieved but for such imposition, modification or deemed applicability (taking into consideration the Agent's or the Lender's policies with respect to capital adequacy) by an amount deemed by Lender the Agent (in the exercise of its discretion) to be material, then, upon demand by the LenderAgent, the Borrower Borrowers shall immediately pay to the Lender Agent additional amounts which shall be sufficient to compensate the Lender Lenders for such increased cost, tax or reduced rate of return. A certificate of the Lender Agent to the Borrower Borrowers claiming compensation under this Section SECTION 3.8 shall constitute prima facie evidence be final, conclusive and binding on all parties for all purposes in the absence of the accuracy of the information contained thereinmanifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, hereunder and the method by which such amounts were determined. In determining such amount, the Lender Agent may use any reasonable averaging and attribution methods. Notwithstanding the foregoing, the Agent shall not be entitled to demand, and the Borrowers shall not be required to pay compensation pursuant to this Section attributable to a period more than 90 days prior to the date of such notice and certificate.

Increased Costs and Reduced Returns. The Borrower agrees that if any law now or hereafter in effect and whether or not presently applicable to the Agent or any Lender or any request, guideline or directive of any Governmental Authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) or the interpretation or administration thereof by any Governmental Authority Authority, shall either (a)(i) impose, affect, modify or deem applicable any reserve, special deposit, capital maintenance or similar requirement against any Loan, (ii) impose on the Agent or any Lender any other condition regarding any Loan, this Agreement, the any Note or the facilities provided hereunder, or (iii) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting the Agent or any Lender being imposed or modified or deemed applicable to the Lender, Agent or any Lender or (b) subject the Agent or any Lender to any taxes on the recording, registration, notarization or other formalization of the Loans or the any Note, and the result of any event referred to in clause CLAUSE (aA) or (bB) above shall be to increase the cost to the Agent or any Lender of making, funding or maintaining any Loan or to reduce the amount of any sum receivable by the Agent or any Lender or the Agent's or any Lender's rate of return on capital with respect to any Loan to a level below that which the Agent or any Lender could have achieved but for such imposition, modification or deemed applicability (taking into consideration the Agent's or such Lender's policies with respect to capital adequacy) by an amount deemed by the Agent or such Lender (in the exercise of its discretion) to be material, then, upon demand by the Agent or such Lender, the Borrower shall immediately pay to the Agent or such Lender additional amounts which shall be sufficient to compensate the Agent or any such Lender for such increased cost, tax or reduced rate of return. A certificate of the Agent or any such Lender to the Borrower claiming compensation under this Section 3.8 SECTION 4.6 shall constitute prima facie evidence be final, conclusive and binding on all parties for all purposes in the absence of the accuracy of the information contained thereinmanifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, hereunder and the method by which such amounts were determined. In determining such amount, the Agent or such Lender may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. The Borrower agrees that if any law now or hereafter in effect and whether or not presently applicable to the Lender or any request, guideline or directive of any Governmental Authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) or the interpretation or administration thereof by any Governmental Authority , shall either (a)(i) impose, affect, modify or deem applicable any reserve, special deposit, capital maintenance or similar requirement against any Loan, (ii) impose on the Lender any other condition regarding any Loan, this Agreement, the Note or the facilities provided hereunder, or (iii) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting the Lender being imposed or modified or deemed applicable to the Lender, or (b) subject the Lender to any taxes on the recording, registration, notarization or other formalization of the Loans or the Note, and the result of any event referred to in clause (a) or (b) above shall be to increase the cost to the Lender of making, funding or maintaining any Loan or to reduce the amount of any sum receivable by the Lender or the Lender's rate of return on capital with respect to any Loan to a level below that which the Lender could have achieved but for such imposition, modification or deemed applicability (taking into consideration the such Lender's policies with respect to capital adequacy) by an amount deemed by Lender (in the exercise of its discretion) reasonable discretion to be material, then, upon demand by the Lender, the Borrower shall immediately pay to the Lender additional amounts which shall be sufficient to compensate the Lender for such increased cost, tax or reduced rate of return, and which amount shall be reimbursed to Borrower if such Lender receives a refund or credit therefor. A certificate of the Lender provided to the Borrower claiming compensation under this Section 3.8 3.7 shall constitute prima facie evidence be final, conclusive and binding on all parties for all purposes in the absence of the accuracy of the information contained thereinmanifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, and the method by which such amounts were determined. In determining such amount, the affected Lender may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. The Borrower agrees that if any law now or hereafter in effect and whether or not presently applicable to the Lender or any request, guideline or directive of any Governmental Authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) or the interpretation or administration thereof by any Governmental Authority Authority, shall either (a)(i) impose, affect, modify or deem applicable any reserve, special deposit, capital maintenance or similar requirement against any the Loan, (ii) impose on the Lender any other condition regarding any the Loan, this Agreement, the Note or the facilities provided hereunder, or (iii) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting the Lender being imposed or modified or deemed applicable to the Lender, or (b) subject the Lender to any taxes, not including taxes on the income of Lender, on the recording, registration, notarization or other formalization of the Loans Loan or the Note, and the result of any event referred to in clause (a) or (b) above shall be to increase the cost to the Lender of making, funding or maintaining any the Loan or to reduce the amount of any sum receivable by the Lender or the Lender's ’s rate of return on capital with respect to any the Loan to a level below that which the Lender could have achieved but for such imposition, modification or deemed applicability (taking into consideration the Lender's ’s policies with respect to capital adequacy) by an amount deemed by Lender (in the exercise of its discretion) to be material, then, upon demand by the Lender, the Borrower shall immediately pay to the Lender additional amounts which shall be sufficient to compensate the Lender for such increased cost, tax or reduced rate of return, and which amount shall be reimbursed to Borrower if Lender receives a refund or credit therefor. A certificate of the Lender to the Borrower claiming compensation under this Section 3.8 3.2 shall constitute prima facie evidence be final, conclusive and binding on all parties for all purposes in the absence of the accuracy of the information contained thereinmanifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, and the method by which such amounts were determined. In determining such amount, the Lender may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. The Borrower agrees that if ------------------------------------- any law now or hereafter in effect and whether or not presently applicable to the Lender or any request, guideline or directive of any Governmental Authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) or the interpretation or administration thereof by any Governmental Authority Authority, shall either (a)(i) impose, affect, modify or deem applicable any reserve, special deposit, capital maintenance or similar requirement against any Loan, (ii) impose on the Lender any other condition regarding any Loan, this Agreement, the Note or the facilities provided hereunder, or (iii) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting the Lender being imposed or modified or deemed applicable to the Lender, or (b) subject the Lender to any taxes, not including taxes on the income of Lender, on the recording, registration, notarization or other formalization of the Loans or the Note, and the result of any event referred to in clause CLAUSE (aA) or (bB) above shall be to increase the cost to the Lender of making, funding or maintaining any Loan or to reduce the amount of any sum receivable by the Lender or the Lender's rate of return on capital with respect to any Loan to a level below that which the Lender could have achieved but for such imposition, modification or deemed applicability (taking into consideration the Lender's policies with respect to capital adequacy) by an amount deemed by Lender (in the exercise of its discretion) to be material, then, upon demand by the Lender, the Borrower shall immediately pay to the Lender additional amounts which shall be sufficient to compensate the Lender for such increased cost, tax or reduced rate of return, and which amount shall be reimbursed to Borrower if Lender receives a refund or credit therefor. A certificate of the Lender to the Borrower claiming compensation under this Section 3.8 SECTION 3.2 shall constitute prima facie evidence be final, conclusive and binding on all parties for all purposes in the absence of the accuracy of the information contained thereinmanifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, and the method by which such amounts were determined. In determining such amount, the Lender may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. The Borrower agrees Borrowers agree that if any law now or hereafter in effect and whether or not presently applicable to the Agent or any Lender or any request, guideline or directive of any Governmental Authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) or the interpretation or administration thereof by any Governmental Authority Authority, shall either (a)(i) impose, affect, modify or deem applicable any reserve, special deposit, capital maintenance or similar requirement against any Loan, (ii) impose on the Agent or any Lender any other condition regarding any Loan, this Agreement, the any Note or the facilities provided hereunder, or (iii) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting the Agent or any Lender being imposed or modified or deemed applicable to the Lender, Agent or any Lender or (b) subject the Agent or any Lender to any taxes on the recording, registration, notarization or other formalization of the Loans or the any Note, and the result of any event referred to in clause CLAUSE (aA) or (bB) above shall be to increase the cost to the Agent or any Lender of making, funding or maintaining any Loan or to reduce the amount of any sum receivable by the Agent or any Lender or the Agent's or any Lender's rate of return on capital with respect to any Loan to a level below that which the Agent or any Lender could have achieved but for such imposition, modification or deemed applicability (taking into consideration the Agent's or such Lender's policies with respect to capital adequacy) by an amount deemed by the Agent or such Lender (in the exercise of its discretion) to be material, then, upon demand by the Agent or such Lender, the Borrower Borrowers shall immediately pay to the Agent or such Lender additional amounts which shall be sufficient to compensate the Agent or any such Lender for such increased cost, tax or reduced rate of return. A certificate of the Agent or any such Lender to the Borrower Borrowers' Agent claiming compensation under this Section 3.8 SECTION 5.6 shall constitute prima facie evidence be final, conclusive and binding on all parties for all purposes in the absence of the accuracy of the information contained thereinmanifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, hereunder and the method by which such amounts were determined. In determining such amount, the Agent or such Lender may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. The Borrower agrees Borrowers agree that if (a) any law now or hereafter in effect and whether or not presently applicable to the Lender or (b) any request, guideline or directive of any Governmental Authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) not in effect as of the Effective Date with respect to any law now or hereafter in effect (and whether or not any such law is presently applicable to any Lender) or the interpretation or administration thereof by any Governmental Authority Authority, shall either (a)(ii)(A) impose, affect, modify or deem applicable any reserve, special deposit, capital maintenance or similar requirement against any Loan, (iiB) impose on the such Lender any other condition regarding any Loan, this Agreement, the any Note or the facilities provided hereunder, or (iiiC) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting the such Lender being imposed or modified or deemed applicable to the Lender, such Lender or (bii) subject the such Lender to any taxes on the recording, registration, notarization or other formalization of the Loans or the any Note, and the result of any event referred to in clause (a) or (b) above shall be to increase the cost to the such Lender of making, funding or maintaining any Loan or to reduce the amount of any sum receivable by the such Lender or the such Lender's rate of return on capital with respect to any Loan to a level below that which the such Lender could have achieved but for such imposition, modification or deemed applicability (taking into consideration the such Lender's policies with respect to capital adequacy) by an amount deemed by such Lender (in the exercise of its reasonable discretion) to be material, then, upon demand by the such Lender, the Borrower Borrowers shall immediately pay to the such Lender additional amounts which shall be sufficient to compensate the such Lender for such increased cost, tax or reduced rate of return. A certificate of the such Lender to the Borrower Borrowers claiming compensation under this Section 3.8 4.8 shall constitute prima facie evidence be final, conclusive and binding on all parties for all purposes in the absence of the accuracy of the information contained thereinmanifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, hereunder and the method by which such amounts were determined. In determining such amount, the such Lender may use any reasonable averaging and attribution methods. Notwithstanding anything to the contrary in this Section 4.8, (x) a Borrower shall not be liable to any such Lender(s) for any costs, taxes or reduced rates of return which were incurred or paid by such Lender(s) more than ninety (90) days prior to the date of the certificate of Lender to be delivered to a Borrower pursuant to this Section 4.8 and (y) if the costs, taxes or reduced rates of return incurred or paid by the Lender(s) at any time during the term hereof exceed in the aggregate $250,000 and, in the future any additional costs, taxes or reduced rates of return may be mitigated by changing the location of such Lender(s) office for administration of the Loans to another existing loan office of such Lender(s) within the United States of America then such Lender(s) shall use commercially reasonable efforts to move the administration of the Loans and this Agreement to such other existing loan office.

Increased Costs and Reduced Returns. The Borrower agrees that if any law now or hereafter in effect and whether or not presently applicable to the Lender or any request, guideline or directive of any Governmental Authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) or the interpretation or administration thereof by any Governmental Authority Authority, shall either (a)(i) impose, affect, modify or deem applicable any reserve, special deposit, capital maintenance or similar requirement against any Loan, (ii) impose on the Lender any other condition regarding any Loan, this Agreement, the Note or the facilities provided hereunder, or (iii) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting the Lender being imposed or modified or deemed applicable to the Lender, or (b) subject the Lender to any taxes, not including taxes on the income of Lender, on the recording, registration, notarization or other formalization of the Loans or the Note, and the result of any event referred to in clause (a) or (b) above shall be to increase the cost to the Lender of making, funding or maintaining any Loan or to reduce the amount of any sum receivable by the Lender or the Lender's rate of return on capital with respect to any Loan to a level below that which the Lender could have achieved but for such imposition, modification or deemed applicability (taking into consideration the Lender's policies with respect to capital adequacy) by an amount deemed by Lender (in the exercise of its discretion) to be material, then, upon demand by the Lender, the Borrower shall immediately pay to the Lender additional amounts which shall be sufficient to compensate the Lender for such increased cost, tax or reduced rate of return, and which amount shall be reimbursed to Borrower if Lender receives a refund or credit therefor. A certificate of the Lender to the Borrower claiming compensation under this Section 3.8 3.2 shall constitute prima facie evidence be final, conclusive and binding on all parties for all purposes in the absence of the accuracy of the information contained thereinmanifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, and the method by which such amounts were determined. In determining such amount, the Lender may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. The Borrower agrees that if any law now or hereafter in effect and whether or not presently applicable to the Lender or any request, guideline or directive of any Governmental Authority hereafter made or issued (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) or the interpretation or administration thereof hereafter made by any Governmental Authority , shall either (a)(i) impose, affect, modify or deem applicable any reserve, special deposit, capital maintenance or similar requirement against any LoanLoan (other than as reflected in the LIBOR Reserve Percentage), (ii) impose on the Lender any other condition (other than as reflected in the LIBOR Reserve Percentage) regarding any Loan, this Agreement, the Note or the facilities provided hereunder, or (iii) result in any requirement (other than as reflected in the LIBOR Reserve Percentage) regarding capital adequacy (including any risk-based capital guidelines) affecting the Lender being imposed or modified or deemed applicable to the Lender, or (b) subject the Lender to any taxes on the recording, registration, notarization or other formalization of the Loans or the Note, and the result of any event referred to in clause (a) or (b) above shall be to increase the cost to the Lender of making, funding or maintaining any Loan or to reduce the amount of any sum receivable by the Lender or the Lender's rate of return on capital with respect to any Loan to a level below that which the Lender could have achieved but for such imposition, modification or deemed applicability (taking into consideration the Lender's policies with respect to capital adequacy) by an amount deemed by Lender (in the exercise of its reasonable discretion) to be material, then, upon demand by the Lender, the Borrower shall immediately pay to the Lender additional amounts which shall be sufficient to compensate the Lender for such increased cost, tax or reduced rate of return. A certificate of the Lender to the Borrower claiming compensation under this Section 3.8 shall constitute prima facie evidence be final, conclusive and binding on all parties for all purposes in the absence of the accuracy of the information contained thereinmanifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, and the method by which such amounts were determined. In determining such amount, the Lender may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. The Borrower agrees that if any law now or hereafter in effect and whether or not presently applicable to the Lender or any request, guideline or directive of any Governmental Authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) or the interpretation or administration thereof by any Governmental Authority Authority, shall either (a)(i) impose, affect, modify or deem applicable any reservereserve (other than the LIBOR Reserve Percentage), special deposit, capital maintenance or similar requirement against any the LIBOR Loan, (ii) impose on the Lender any other condition regarding any Loan, this Agreement, the Note or the facilities provided hereunder, LIBOR Loan or (iii) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting the Lender being imposed or modified or deemed applicable to the LenderLender with respect to the LIBOR Loan, or (b) subject the Lender to any taxes on the recording, registration, notarization or other formalization of the Loans Loan or the Note, and the result of any event referred to in clause (a) or (b) above shall be to increase the cost to the Lender of making, funding or maintaining any the Loan or to reduce the amount of any sum receivable by the Lender or the Lender's rate of return on capital with respect to any the Loan to a level below that which the Lender could have achieved but for such imposition, modification or deemed applicability (taking into consideration the Lender's policies with respect to capital adequacy) by an amount deemed by Lender (in the exercise of its discretion) to be material, then, upon demand by the Lender, the Borrower shall immediately within 10 days pay to the Lender additional amounts which shall be sufficient to compensate the Lender for such increased cost, tax or reduced rate of return. A certificate of the Lender to the Borrower claiming compensation under this Section 3.8 3.4 shall constitute prima facie evidence be final, conclusive and binding on all parties for all purposes in the absence of the accuracy of the information contained thereinmanifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, and the method by which such amounts were determined. In determining such amount, the Lender may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Returns. The Borrower agrees Borrowers agree that if any law now or hereafter in effect and whether or not presently applicable to the Lender or any request, guideline or directive of any Governmental Authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) or the interpretation or administration thereof by any Governmental Authority Authority, shall either (a)(i) impose, affect, modify or deem applicable any reserve, special deposit, capital maintenance or similar requirement against any Loan, (ii) impose on the Lender any other condition regarding any Loan, this Agreement, the Note Notes or the facilities provided hereunder, or (iii) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting the Lender being imposed or modified or deemed applicable to the Lender, Lender or (b) subject the Lender to any taxes on the recording, registration, notarization or other formalization of the Loans or the NoteNotes, and the result of any event referred to in clause CLAUSE (a) or (b) above shall be to increase the cost to the Lender of making, funding or maintaining any Loan or to reduce the amount of any sum receivable by the Lender or the Lender's rate of return on capital with respect to any Loan to a level below that which the Lender could have achieved but for such imposition, modification or deemed applicability (taking into consideration the Lender's policies with respect to capital adequacy) by an amount deemed by Lender (in the exercise of its discretion) to be material, then, upon demand by the Lender, the Borrower Borrowers shall immediately pay to the Lender additional amounts which shall be sufficient to compensate the Lender for such increased cost, tax or reduced rate of return. A certificate of the Lender to the Borrower Borrowers claiming compensation under this Section 3.8 SECTION 3.07 shall constitute prima facie evidence be final, conclusive and binding on all parties for all purposes in the absence of the accuracy of the information contained thereinmanifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, hereunder and the method by which such amounts were determined. In determining such amount, the Lender may use any reasonable averaging and attribution methods. In the event such compensation is required to be paid by Borrowers pursuant to this SECTION 3.07, Lender shall give the Borrowers thirty (30) days notice thereof and Lender shall at all times act in a commercially reasonable manner.

Increased Costs and Reduced Returns. The Borrower agrees Borrowers agree that if any law now or hereafter in effect and whether or not presently applicable to the Lender or any request, guideline or directive of any Governmental Authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) or the interpretation or administration thereof by any Governmental Authority Authority, shall either (a)(i) impose, affect, modify or deem applicable any reserve, special deposit, capital maintenance or similar requirement against any Loan, (ii) impose on the Lender any other condition regarding any Loan, this Agreement, the Note Notes or the facilities provided hereunder, or (iii) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting the Lender being imposed or modified or deemed applicable to the Lender, or (b) subject the Lender to any taxes on the recording, registration, notarization or other formalization of the Loans or the NoteNotes, and the result of any event referred to in clause (a) or (b) above shall be to increase the cost to the Lender of making, funding or maintaining any Loan or to reduce the amount of any sum receivable by the Lender or the Lender's rate of return on capital with respect to any Loan to a level below that which the Lender could have achieved but for such imposition, modification or deemed applicability (taking into consideration the Lender's policies with respect to capital adequacy) by an amount deemed by Lender (in the exercise of its discretion) to be material, then, upon demand by the Lender, the Borrower Borrowers shall immediately pay to the Lender additional amounts which shall be sufficient to compensate the Lender for such increased cost, tax or reduced rate of return. A certificate of the Lender to the Borrower Borrowers claiming compensation under this Section SECTION 3.8 shall constitute prima facie evidence be final, conclusive and binding on all parties for all purposes in the absence of the accuracy of the information contained thereinmanifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, and the method by which such amounts were determined. In determining such amount, the Lender may use any reasonable averaging and attribution methods.