Common use of Increased Cost and Reduced Return; Capital Adequacy Clause in Contracts

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate) or the L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law regarding capital adequacy or liquidity, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy or liquidity and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction. (c) A certificate of a Lender, the L/C Issuer or such other Recipient setting forth the Change in Law giving rise to a claim for compensation under subsection (a) or (b) of this Section, the amount or amounts necessary to compensate such Lender, the Issuing Lender, such other Recipient or any of their respective holding companies, as the case may be, as specified in paragraph (a) or (b) of this Section (including an explanation in reasonable detail of the manner in which such amount or amounts was determined) and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender, the L/C Issuer or such other Recipient, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 3.04 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Change Lender Party determines that the adoption of any Law or any change in any Law shallor in the interpretation thereof effective after the date hereof: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Subjects such Lender (except any reserve requirement reflected in the Eurodollar Rate) or the L/C Issuer; (ii) subject any Recipient Party to any Taxes tax (other than excluding taxes described in clauses (Aw), (y) Indemnified and (z) of Section 3.01(a), Non-Excluded Taxes and (B) Excluded Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretothereto with respect to any Eurodollar Rate Loans or Fixed Rate Loans or its obligation to make Eurodollar Rate Loans or Fixed Rate Loans; (ii) Imposes or modifies any reserve, special deposit, compulsory loan, insurance charge, or similar requirement (other than the reserve requirement utilized in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Party (including its Revolving Commitment); or (iii) impose Imposes on any such Lender Party or on the L/C Issuer or the London offshore interbank market any other condition, cost or expense (other than Taxestaxes) affecting this Agreement or Eurodollar Rate Loans made by any of such Lender extensions of credit or any Letter of Credit liabilities or participation thereincommitments; and the result of any of the foregoing shall be is to increase the cost to such Lender Party of making, converting toConverting into, continuing Continuing, or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (Loans or of maintaining its obligation to make any such Loan), Fixed Rate Loans or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter participating in Letters of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender Party under this Agreement with respect to any Eurodollar Rate Loans or the L/C Issuer hereunder (whether Fixed Rate Loans or Letter of principalCredit, interest or any other amount) then, then from time to time upon request demand of such Lender or the L/C IssuerParty (with a copy of such demand to Administrative Agent), the Borrower will shall pay to such Lender or the L/C Issuer, as the case may be, Party such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, Party for such additional costs incurred increased cost or reduction sufferedreduction. (b) If any Lender Party determines that the adoption of any Change Law or any change in any Law regarding or in the interpretation thereof effective after the date hereof, including in regard to capital adequacy or and liquidity, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender Party or compliance by such Lender Party (or its Lending Office) or any corporation controlling such Lender Party as a consequence of such LenderLender Party’s obligations hereunder (taking into consideration its policies with respect to capital adequacy or and liquidity and such LenderLender Party’s desired return on capitalcapital and desired liquidity levels), then from time to time upon demand of such Lender Party (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender Party such additional amounts as will compensate such Lender Party for such reduction. (c) A certificate of a Lender, Notwithstanding the L/C Issuer or such other Recipient setting forth the Change in Law giving rise to a claim for compensation under subsection (a) or (b) foregoing provisions of this Section, the amount or amounts necessary a Lender Party shall not be entitled to compensate such Lender, the Issuing Lender, such other Recipient or any of their respective holding companies, as the case may be, as specified in paragraph (a) or (b) of compensation pursuant to this Section (including an explanation in reasonable detail respect of any Competitive Loan if the adoption of or change in Law or in the interpretation thereof that would otherwise entitle it to such compensation shall have been publicly announced prior to submission of the manner in Competitive Bid pursuant to which such amount or amounts Loan was determined) and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender, the L/C Issuer or such other Recipient, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereofmade. (d) Failure Notwithstanding anything herein to the contrary (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or delay on the part of any Lender to demand compensation successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to this Section 3.04 Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall not constitute in each case be deemed to be a waiver change in Law, regardless of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 3.04 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs enacted, adopted, issued or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof)implemented.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted Eurodollar Rate) or the any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or the any L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Adjusted Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the such L/C Issuer, the Borrower will pay to such Lender or the such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender determines that any Change in Law regarding capital adequacy or liquidity, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy or liquidity and such Lender’s desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction. (c) A certificate of a Lender, the an L/C Issuer or such other Recipient setting forth the Change in Law giving rise to a claim for compensation under subsection paragraph (a) or (b) of this Section, the amount or amounts necessary to compensate such Lender, the Issuing Lender, such other Recipient or any of their respective holding companies, as the case may be, as specified in paragraph (a) or (b) of this Section (including an explanation in reasonable detail of the manner in which such amount or amounts was determined) and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender, the such L/C Issuer or such other Recipient, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 3.04 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Change Lender Party determines that the adoption of any Law or any change in any Law shallor in the interpretation thereof effective after the date hereof: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Subjects such Lender (except any reserve requirement reflected in the Eurodollar Rate) or the L/C Issuer; (ii) subject any Recipient Party to any Taxes tax (other than excluding taxes described in clauses (Aw), (y) Indemnified and (z) of Section 3.01(a), Non-Excluded Taxes and (B) Excluded Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretothereto with respect to any Eurodollar Rate Loans or its obligation to make Eurodollar Rate Loans; (ii) Imposes or modifies any reserve, special deposit, compulsory loan, insurance charge, or similar requirement (other than the reserve requirement utilized in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Party (including its Commitment); or (iii) impose Imposes on any such Lender Party or on the L/C Issuer or the London offshore interbank market any other condition, cost or expense (other than Taxestaxes) affecting this Agreement or Eurodollar Rate Loans made by any of such Lender extensions of credit or any Letter of Credit liabilities or participation thereincommitments; and the result of any of the foregoing shall be is to increase the cost to such Lender Party of making, converting toConverting into, continuing Continuing, or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), Loans or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principalParty under this Agreement with respect to any Eurodollar Rate Loans, interest or any other amount) then, then from time to time upon request demand of such Lender or the L/C IssuerParty (with a copy of such demand to Administrative Agent), the Borrower will shall pay to such Lender or the L/C Issuer, as the case may be, Party such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, Party for such additional costs incurred increased cost or reduction sufferedreduction. (b) If any Lender Party determines that the adoption of any Change Law or any change in any Law regarding or in the interpretation thereof effective after the date hereof, including in regard to capital adequacy or and liquidity, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender Party or compliance by such Lender Party (or its Lending Office) or any corporation controlling such Lender Party as a consequence of such LenderLender Party’s obligations hereunder (taking into consideration its policies with respect to capital adequacy or and liquidity and such LenderLender Party’s desired return on capitalcapital and desired liquidity levels), then from time to time upon demand of such Lender Party (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender Party such additional amounts as will compensate such Lender Party for such reduction. (c) A certificate of a LenderNotwithstanding anything herein to the contrary (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the L/C Issuer Basel Committee on Banking Supervision (or such other Recipient setting forth the Change in Law giving rise to a claim for compensation under subsection (aany successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (bii) of this Sectionthe ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, the amount rules, guidelines, requirements and directives thereunder or amounts necessary issued in connection therewith or in implementation thereof, shall in each case be deemed to compensate such Lenderbe a change in Law, the Issuing Lender, such other Recipient or any of their respective holding companies, as the case may be, as specified in paragraph (a) or (b) of this Section (including an explanation in reasonable detail regardless of the manner in which such amount date enacted, adopted, issued or amounts was determined) and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender, the L/C Issuer or such other Recipient, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereofimplemented. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 3.04 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Change Lender Party determines that the adoption of any Law or any change in any Law shallor in the interpretation thereof effective after the date hereof: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Subjects such Lender (except any reserve requirement reflected in the Eurodollar Rate) or the L/C Issuer; (ii) subject any Recipient Party to any Taxes tax (other than excluding taxes described in clauses (Aw), (y) Indemnified and (z) of Section 3.01(a), Non-Excluded Taxes and (B) Excluded Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretothereto with respect to any Eurodollar Rate Loans or its obligation to make Eurodollar Rate Loans; (ii) Imposes or modifies any reserve, special deposit, compulsory loan, insurance charge, or similar requirement (other than the reserve requirement utilized in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Party (including its Commitment); or (iii) impose Imposes on any such Lender Party or on the L/C Issuer or the London offshore interbank market any other condition, cost or expense (other than Taxestaxes) affecting this Agreement or Eurodollar Rate Loans made by any of such Lender extensions of credit or any Letter of Credit liabilities or participation thereincommitments; and the result of any of the foregoing shall be is to increase the cost to such Lender Party of making, converting toContinuing, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), Loans or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principalParty under this Agreement with respect to any Eurodollar Rate Loans, interest or any other amount) then, then from time to time upon request demand of such Lender or the L/C IssuerParty (with a copy of such demand to Administrative Agent), the Borrower will shall pay to such Lender or the L/C Issuer, as the case may be, Party such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, Party for such additional costs incurred increased cost or reduction sufferedreduction. (b) If any Lender Party determines that the adoption of any Change Law or any change in any Law regarding or in the interpretation thereof effective after the date hereof, including in regard to capital adequacy or and liquidity, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender Party or compliance by such Lender Party (or its Lending Office) or any corporation controlling such Lender Party as a consequence of such LenderLender Party’s obligations hereunder (taking into consideration its policies with respect to capital adequacy or and liquidity and such LenderLender Party’s desired return on capitalcapital and desired liquidity levels), then from time to time upon demand of such Lender Party (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender Party such additional amounts as will compensate such Lender Party for such reduction. (c) A certificate of a LenderNotwithstanding anything herein to the contrary (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the L/C Issuer Basel Committee on Banking Supervision (or such other Recipient setting forth the Change in Law giving rise to a claim for compensation under subsection (aany successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (bii) of this Sectionthe ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, the amount rules, guidelines, requirements and directives thereunder or amounts necessary issued in connection therewith or in implementation thereof, shall in each case be deemed to compensate such Lenderbe a change in Law, the Issuing Lender, such other Recipient or any of their respective holding companies, as the case may be, as specified in paragraph (a) or (b) of this Section (including an explanation in reasonable detail regardless of the manner in which such amount date enacted, adopted, issued or amounts was determined) and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender, the L/C Issuer or such other Recipient, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereofimplemented. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 3.04 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Change Lender determines that the adoption of any Law or any change in any Law shallor in the interpretation thereof effective after the date hereof: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any subjects such Lender (except any reserve requirement reflected in the Eurodollar Rate) or the L/C Issuer; (ii) subject any Recipient to any Taxes tax (other than excluding taxes described in clauses (Aw), (y) Indemnified and (z) of Section 3.01(a), Non-Excluded Taxes and (B) Excluded Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretothereto with respect to any Eurodollar Rate Loans or Fixed Rate Loans or its obligation to make Eurodollar Rate Loans or Fixed Rate Loans; (ii) imposes or modifies any reserve, special deposit, or similar requirement (other than the reserve requirement utilized in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including its Revolving Commitment); or (iii) impose imposes on any such Lender or on the L/C Issuer or the London offshore interbank market any other condition, cost or expense (other than Taxes) condition affecting this Agreement or Eurodollar Rate Loans made by any of such Lender extensions of credit or any Letter of Credit liabilities or participation thereincommitments; and the result of any of the foregoing shall be is to increase the cost to such Lender of making, converting toConverting into, continuing Continuing, or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (Loans or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), Fixed Rate Loans or to reduce the amount of any sum received or receivable by such Lender under this Agreement with respect to any Eurodollar Rate Loans or Fixed Rate Loans, then from time to time upon demand of the L/C Issuer hereunder Lender (whether of principal, interest or any other amount) then, upon request with a copy of such Lender or demand to the L/C IssuerAdministrative Agent), the Borrower will shall pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts attributable to the Borrower as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred increased cost or reduction sufferedreduction. (b) If any Lender determines that the adoption of any Change Law or any change in any Law regarding or in the interpretation thereof effective after the date hereof, including in regard to capital adequacy or and liquidity, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or compliance by such Lender (or its Lending Office) or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy or and liquidity and such Lender’s desired return on capitalcapital and desired liquidity levels), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts attributable to the Borrower as will compensate such Lender for such reduction. (c) A certificate of a Lender, Notwithstanding the L/C Issuer or such other Recipient setting forth the Change in Law giving rise to a claim for compensation under subsection (a) or (b) foregoing provisions of this Section, the amount or amounts necessary a Lender shall not be entitled to compensate such Lender, the Issuing Lender, such other Recipient or any of their respective holding companies, as the case may be, as specified in paragraph (a) or (b) of compensation pursuant to this Section (including an explanation in reasonable detail respect of any Competitive Loan if the adoption of or change in Law or in the interpretation thereof that would otherwise entitle it to such compensation shall have been publicly announced prior to submission of the manner in Competitive Bid pursuant to which such amount or amounts Loan was determined) and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender, the L/C Issuer or such other Recipient, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereofmade. (d) Failure Notwithstanding anything herein to the contrary (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or delay on the part of any Lender to demand compensation successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to this Section 3.04 Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall not constitute in each case be deemed to be a waiver change in Law, regardless of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 3.04 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs enacted, adopted, issued or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof)implemented.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Change Lender Party determines that the adoption of any Law or any change in any Law shallor in the interpretation thereof effective after the date hereof: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Subjects such Lender (except any reserve requirement reflected in the Eurodollar Rate) or the L/C Issuer; (ii) subject any Recipient Party to any Taxes tax (other than excluding taxes described in clauses (Aw), (y) Indemnified and (z) of Section 3.01(a), Non-Excluded Taxes and (B) Excluded Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretothereto with respect to any Eurodollar Rate Loans or Fixed Rate Loans or its obligation to make Eurodollar Rate Loans or Fixed Rate Loans; (ii) Imposes or modifies any reserve, special deposit, compulsory loan, insurance charge, or similar requirement (other than the reserve requirement utilized in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Party (including its Revolving Commitment); or (iii) impose Imposes on any such Lender Party or on the L/C Issuer or the London offshore interbank market any other condition, cost or expense condition (other than Taxestaxes) affecting this Agreement or Eurodollar Rate Loans made by any of such Lender extensions of credit or any Letter of Credit liabilities or participation thereincommitments; and the result of any of the foregoing shall be is to increase the cost to such Lender Party of making, converting toConverting into, continuing Continuing, or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (Loans or of maintaining its obligation to make any such Loan), Fixed Rate Loans or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter participating in Letters of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender Party under this Agreement with respect to any Eurodollar Rate Loans or the L/C Issuer hereunder (whether Fixed Rate Loans or Letter of principalCredit, interest or any other amount) then, then from time to time upon request demand of such Lender or the L/C IssuerParty (with a copy of such demand to Administrative Agent), the each Co-Borrower will shall pay to such Lender or the L/C Issuer, as the case may be, Party such additional amount or amounts attributable to such Co-Borrower as will compensate such Lender or the L/C Issuer, as the case may be, Party for such additional costs incurred increased cost or reduction sufferedreduction. (b) If any Lender Party determines that the adoption of any Change Law or any change in any Law regarding or in the interpretation thereof effective after the date hereof, including in regard to capital adequacy or and liquidity, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender Party or compliance by such Lender Party (or its Lending Office) or any corporation controlling such Lender Party as a consequence of such LenderLender Party’s obligations hereunder (taking into consideration its policies with respect to capital adequacy or and liquidity and such LenderLender Party’s desired return on capitalcapital and desired liquidity levels), then from time to time upon demand of such Lender Party (with a copy of such demand to the Administrative Agent), the each Co-Borrower shall pay to such Lender Party such additional amounts attributable to such Co-Borrower as will compensate such Lender Party for such reduction. (c) A certificate of a Lender, Notwithstanding the L/C Issuer or such other Recipient setting forth the Change in Law giving rise to a claim for compensation under subsection (a) or (b) foregoing provisions of this Section, the amount or amounts necessary a Lender Party shall not be entitled to compensate such Lender, the Issuing Lender, such other Recipient or any of their respective holding companies, as the case may be, as specified in paragraph (a) or (b) of compensation pursuant to this Section (including an explanation in reasonable detail respect of any Competitive Loan if the adoption of or change in Law or in the interpretation thereof that would otherwise entitle it to such compensation shall have been publicly announced prior to submission of the manner in Competitive Bid pursuant to which such amount or amounts Loan was determined) and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender, the L/C Issuer or such other Recipient, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereofmade. (d) Failure Notwithstanding anything herein to the contrary (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or delay on the part of any Lender to demand compensation successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to this Section 3.04 Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall not constitute in each case be deemed to be a waiver change in Law, regardless of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 3.04 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs enacted, adopted, issued or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof)implemented.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Change Lender Party determines that the adoption of any Law or any change in any Law shallor in the interpretation thereof effective after the date hereof: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Subjects such Lender (except any reserve requirement reflected in the Eurodollar Rate) or the L/C Issuer; (ii) subject any Recipient Party to any Taxes tax (other than excluding taxes described in clauses (Aw), (y) Indemnified and (z) of Section 3.01(a), Non-Excluded Taxes and (B) Excluded Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretothereto with respect to any Eurodollar Rate Loans or its obligation to make Eurodollar Rate Loans; (ii) Imposes or modifies any reserve, special deposit, compulsory loan, insurance charge, or similar requirement (other than the reserve requirement utilized in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Party (including its Commitment); or (iii) impose Imposes on any such Lender Party or on the L/C Issuer or the London offshore interbank market any other condition, cost or expense (other than Taxestaxes) affecting this Agreement or Eurodollar Rate Loans made by any of such Lender extensions of credit or any Letter of Credit liabilities or participation thereincommitments; and the result of any of the foregoing shall be is to increase the cost to such Lender Party of making, converting toConverting into, continuing Continuing, or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), Loans or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principalParty under this Agreement with respect to any Eurodollar Rate Loans, interest or any other amount) then, then from time to time upon request demand of such Lender or the L/C IssuerParty (with a copy of such demand to Administrative Agent), the Borrower will shall pay to such Lender or the L/C Issuer, as the case may be, Party such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, Party for such additional costs incurred increased cost or reduction sufferedreduction. (b) If any Lender Party determines that the adoption of any Change Law or any change in any Law regarding or in the interpretation thereof effective after the date hereof, including in regard to capital adequacy or and liquidity, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender Party or compliance by such Lender Party (or its Lending Office) or any corporation controlling such Lender Party as a consequence of such LenderLender Party’s obligations hereunder (taking into consideration its policies with respect to capital adequacy or and liquidity and such LenderLender Party’s desired return on capitalcapital and desired liquidity levels), then from time to time upon demand of such Lender Party (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender Party such additional amounts as will compensate such Lender Party for such reduction. (c) A certificate of a LenderNotwithstanding anything herein to the contrary (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the L/C Issuer Basel Committee on Banking Supervision (or such other Recipient setting forth the Change in Law giving rise to a claim for compensation under subsection (aany successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (bii) of this Sectionthe D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, the amount rules, guidelines, requirements and directives thereunder or amounts necessary issued in connection therewith or in implementation thereof, shall in each case be deemed to compensate such Lenderbe a change in Law, the Issuing Lender, such other Recipient or any of their respective holding companies, as the case may be, as specified in paragraph (a) or (b) of this Section (including an explanation in reasonable detail regardless of the manner in which such amount date enacted, adopted, issued or amounts was determined) and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender, the L/C Issuer or such other Recipient, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereofimplemented. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 3.04 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).