Common use of Increased Capital Requirements Clause in Contracts

Increased Capital Requirements. If any Bank shall have determined that the adoption or implementation of any applicable law, rule or regulation regarding capital requirements for banks or bank holding companies, or any change therein (including, without limitation, any change according to a prescribed schedule of increasing requirements, whether or not known on the date of this Agreement), 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 Bank with any request or directive of any such Person regarding capital adequacy (whether or not having the force of law) has the effect of reducing the return on such Bank's capital to a level below that which such Bank could have achieved (taking into consideration such Bank's policies with respect to capital adequacy immediately before such adoption, implementation, change or compliance and assuming that such Bank's capital was fully utilized prior to such adoption, implementation, change or compliance) but for such adoption, implementation, change or compliance as a consequence of such Bank's participation in the credit facilities established hereunder, including its commitment to make Committed Credit Loans, by any amount reasonably deemed by such Bank to be material, the Borrowers shall, upon five (5) Banking Days' prior notice to the Borrower Agent for each Borrower from such Bank (with a copy to the Operations Agent), pay to the Operations Agent for the benefit of such Bank as an additional fee from time to time on demand such amount as such Bank shall have determined to be necessary to compensate it for such reduction. The determination by such Bank (in consultation with the Operations Agent) of such amount, if done in good faith on the basis of any reasonable averaging and attribution methods, shall, in the absence of manifest error, be conclusive, and, at the request of the Borrowers, such Bank shall demonstrate the basis for such determination. No Borrower shall be required to compensate any Bank under this Section 4.07 for any reduction incurred more than 180 days prior to the date such Bank notifies the Borrower Agent of the event giving rise to such reduction and of such Bank's intention to claim compensation therefor.