Common use of Reduced Return Clause in Contracts

Reduced Return. If any Restructure Lender shall have determined that any new or additional applicable law, regulation, rule or regulatory requirement (collectively, in this Section 5.5, "Requirement") 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 said Restructure Lender with any new or additional request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, in any such case, effective after the Closing Date, has or would have the effect of reducing the rate of return on said Restructure Lender's capital as a consequence of its Restructured Loan and obligations hereunder to a level below that which would have been achieved but for such Requirement, change or compliance (taking into consideration said Restructure Lender's policies with respect to capital adequacy) by an amount deemed by said Restructure Lender to be material (which amount shall be determined by said Restructure Lender's reasonable allocation of the aggregate of such reductions resulting from such events), then from time to time, within thirty (30) Business Days after written demand by said Restructure Lender, the Borrower shall pay to Restructure Agent on behalf of said Restructure Lender such additional amount or amounts as will compensate said Restructure Lender for such reduction. Notwithstanding the foregoing, no additional compensation will be required from the Borrower under this Section 5.5 if the reason for said additional compensation was based solely on said Restructure Lender's failure to comply with any existing or new law, treaty, rule or regulation or requirement. In addition, said Restructure Lender shall promptly notify the Borrower of any proposed request for compensation under this Section 5.5 and shall provide the Borrower with reasonable support therefor. Any request by said Restructure Lender for additional compensation shall be structured to allocate such additional costs over the term of the credit affected thereby. The Borrower may, at its option, replace any Restructure Lender assessing additional charges under this Section 5.5 with a new Restructure Lender with the prior written consent of the Restructure Agent, which consent shall not be unreasonably withheld or delayed; provided, however, the Borrower may not require, and this sentence shall not be deemed to be the agreement of, any Restructure Lender to replace any other Restructure Lender.