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

Increased Cost and Reduced Return; Capital Adequacy. (a) If after (x) the date hereof, in the case of any Committed Loan or Letter of Credit or any obligation to make Committed Loans or issue or participate in any Letter of Credit, or (y) the date of the related Competitive Bid Quote, in the case of any Competitive Bid Loan, a Change in Law shall impose, modify or deem applicable any reserve, special deposit, assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System pursuant to Regulation D or otherwise, as herein provided) against assets of, deposits with or for the account of, or credit extended by, any Lender or shall impose on any Lender or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligations to make Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note, by an amount deemed by such Lender to be material, then, within 15 days after written demand therefor made through the Administrative Agent, in the form of the certificate referred to in Section 8.01(c), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrower shall not be required to pay any such compensation with respect to any period prior to the 30th day before the date of any such demand.

Increased Cost and Reduced Return; Capital Adequacy. (a) If after (x) the date hereof, in the case of any Committed Loan or Letter of Credit or any obligation to make Committed Loans or issue or participate in any Letter of Credit, or (y) the date of the related Competitive Bid Quote, in the case of any Competitive Bid Loan, a Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit, assessment (excluding Taxes) or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System pursuant to Regulation D or otherwise, as herein provided) against assets of, deposits with or for the account of, or credit extended by, any Lender, (ii) subject any Administrative Agent or Lender to any Taxes (other than (A) Indemnified Taxes imposed on or shall with respect to any payment made by or on account of any obligation of the Borrower hereunder or (B) Taxes described in Sections 8.04(b)(w)-(z) and (e)) 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 London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligations to make Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note, by an amount deemed by such Lender to be material, then, within 15 days after written demand therefor made through the Administrative Agent, in the form of the certificate referred to in Section 8.01(c), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrower shall not be required to pay any such compensation with respect to any period prior to the 30th day before the date of any such demand.

Increased Cost and Reduced Return; Capital Adequacy. (a) If after (x) the date hereof, in the case of any Committed Loan or Letter of Credit or any obligation to make Committed Loans or issue or participate in any Letter of Credit, or (y) the date of the related Competitive Bid Quote, in the case of any Competitive Bid Loan, a Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit, assessment (excluding Taxes) or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System pursuant to Regulation D or otherwise, as herein provided) against assets of, deposits with or for the account of, or credit extended by, any Lender, (ii) subject any Administrative Agent or Lender to any Taxes (other than (A) Indemnified Taxes imposed on or shall with respect to any payment made by or on account of any obligation of the Borrower hereunder or (B) Taxes described in Sections 8.04(b)(v)-(z)) 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 London applicable interbank market any other condition affecting its Fixed Rate Term Benchmark Loans, its Note or its obligations to make Fixed Rate Term Benchmark Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Term Benchmark Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note, by an amount deemed by such Lender to be material, then, within 15 days after written demand therefor made through the Administrative Agent, in the form of the certificate referred to in Section 8.01(c), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrower shall not be required to pay any such compensation with respect to any period prior to the 30th 90th day before the date of any such demand.

Increased Cost and Reduced Return; Capital Adequacy. (a) If after (x) the date hereof, in the case of any Committed Loan or Letter of Credit or any obligation to make Committed Loans or issue or participate in any Letter of Credit, or (y) the date of the related Competitive Bid Quote, in the case of any Competitive Bid Loan, a Change in Law shall (i) impose, modify or deem applicable any reservereserve (including pursuant to regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to SOFR funding, special deposit, assessment compulsory loan, insurance charge, liquidity requirement or other similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System pursuant to Regulation D or otherwise, as herein provided) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender Recipient, (ii) subject any Recipient to any Tax of any kind whatsoever with respect to this Agreement or shall any Loan made by it, or change the basis of taxation of payments to such Recipient in respect thereof (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or (iii) impose on any Lender or the London interbank market Recipient any other condition condition, cost or expense (other than Taxes) affecting its Fixed Rate Loansthis Agreement or Loans made by such Recipient, its Note or its obligations to make Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit participation therein, and the result of any of the foregoing is shall be to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan (or of issuing or participating in maintaining its obligation to make any Letter of Creditsuch Loan), or to reduce the amount of any sum received or receivable by such Lender under this Agreement Recipient hereunder (whether of principal, interest or under its Note, by an amount deemed by such Lender to be material, any other amount) then, within 15 days after written demand therefor made through the Administrative Agent, in the form upon request of the certificate referred to in Section 8.01(c)such Recipient, the Borrower shall will pay to such Lender Recipient, such additional amount or amounts as will compensate such Lender Recipient for such increased cost additional costs incurred or reduction; provided that the Borrower shall not be required to pay any such compensation with respect to any period prior to the 30th day before the date of any such demandreduction suffered.

Increased Cost and Reduced Return; Capital Adequacy. (a) If after (x) the date hereof, in the case of any Committed Loan or Letter of Credit or any obligation to make Committed Loans or issue or participate in any Letter of Credit, or (y) the date of the related Competitive Bid Quote, in the case of any Competitive Bid Loan, a Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit, assessment (excluding Taxes) or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System pursuant to Regulation D or otherwise, as herein provided) against assets of, deposits with or for the account of, or credit extended by, any Lender, (ii) subject any Administrative Agent or Lender to any Taxes (other than (A) Indemnified Taxes imposed on or shall with respect to any payment made by or on account of any obligation of the Borrower hereunder or (B) Taxes described in Sections 8.04(b)(v)-(z)) 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 London interbank market any other condition affecting its Fixed Rate Euro-Dollar Loans, its Note or its obligations to make Fixed Rate Euro-Dollar Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Euro-Dollar Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note, by an amount deemed by such Lender to be material, then, within 15 days after written demand therefor made through the Administrative Agent, in the form of the certificate referred to in Section 8.01(c), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrower shall not be required to pay any such compensation with respect to any period prior to the 30th 90th day before the date of any such demand.

Increased Cost and Reduced Return; Capital Adequacy. (a) If after (x) any Lender determines that as a result of the date hereof, introduction of or any change in or in the case interpretation of any Committed Loan or Letter of Credit or any obligation to make Committed Loans or issue or participate in any Letter of CreditLaw, or (y) the date of the related Competitive Bid Quotesuch Lender's compliance therewith, there shall be any increase in the case of any Competitive Bid Loan, a Change in Law shall impose, modify or deem applicable any reserve, special deposit, assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System pursuant to Regulation D or otherwise, as herein provided) against assets of, deposits with or for the account of, or credit extended by, any Lender or shall impose on any Lender or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligations to make Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Lender (of agreeing to make or its Applicable Lending Office) of making making, funding or maintaining any Fixed Eurodollar Rate Loan Loans or of (as the case may be) issuing or participating in any Letter Letters of Credit, or to reduce a reduction in the amount of any sum received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which SECTION 4.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the United States, or any foreign jurisdiction, or any political subdivision of either thereof under this Agreement or under its Note, by an amount deemed by the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements utilized in the determination of the Eurodollar Rate), then from time to be material, then, within 15 days after written time upon demand therefor made through of such Lender (with a copy of such demand to the Administrative Agent, in the form of the certificate referred to in Section 8.01(c), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided PROVIDED that the Borrower shall not be required to pay compensate a Lender pursuant to this SECTION 4.04(a) for any such compensation with respect to any period increased costs or reductions incurred more than 180 days prior to the 30th day before date such Lender notifies the date Borrower of any such demandchange in Law or interpretation of Law and of such Lender's intention to claim compensation therefor.

Increased Cost and Reduced Return; Capital Adequacy. (a) If after (x) the date hereof, in the case of any Committed Loan or Letter of Credit or any obligation to make Committed Loans or issue or participate in any Letter of Credit, or (y) the date of the related Competitive Bid Quote, in the case of any Competitive Bid Loan, a Change in Law shall impose, modify or deem applicable any reserve, special deposit, assessment (excluding any taxes or similar assessments, which shall be governed exclusively by Section 8.04) or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System pursuant to Regulation D or otherwise, as herein provided) against assets of, deposits with or for the account of, or credit extended by, any Lender or shall impose on any Lender or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligations to make Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note, by an amount deemed by such Lender to be material, then, within 15 days after written demand therefor made through the Administrative Agent, in the form of the certificate referred to in Section 8.01(c), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrower shall not be required to pay any such compensation with respect to any period prior to the 30th day before the date of any such demand.

Increased Cost and Reduced Return; Capital Adequacy. (a) If after (x) the date hereof, in the case of any Committed Loan or Letter of Credit or any obligation to make Committed Loans or issue or participate in any Letter of Credit, or (y) the date of the related Competitive Bid Quote, in the case of any Competitive Bid Loan, a Change in Law shall impose, modify or deem applicable any reserve, special deposit, assessment (excluding any taxes or similar assessments, which shall be governed exclusively by Section 8.04) or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System pursuant to Regulation D or otherwise, as herein provided) against assets of, deposits with or for the account of, or credit extended by, any Lender or shall impose on any Lender or the London interbank market any other condition affecting its Fixed Rate Loans, its Note or its obligations to make Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note, by an amount deemed by such Lender to be material, then, within 15 days after written demand therefor made through the 60 Administrative Agent, in the form of the certificate referred to in Section 8.01(c), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrower shall not be required to pay any such compensation with respect to any period prior to the 30th day before the date of any such demand.