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

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender determines that as a result of any Change in Law, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Loans the interest on which is determined by reference to the Eurodollar Rate or (as the case may be) a reduction in the amount 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, Other Taxes and Excluded Taxes (as to which Section 3.01 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 the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements utilized, as to Eurodollar Rate Loans, as contemplated by Section 3.04(e)), 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 increased cost or reduction; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 3.04 for any additional amounts incurred more than 90 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such additional amounts is retroactive, then such 90-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 Lender determines that as a result any change in or the interpretation of any Change in Law, there shall be any increase in Laws announced after the cost to such date hereof have the effect of reducing the rate of return on the capital of Lender of agreeing to make or making, funding compliance by Lender (or maintaining Loans the interest on which is determined by reference to the Eurodollar Rate or (as the case may be) a reduction in the amount 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, Other Taxes and Excluded Taxes (as to which Section 3.01 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 the Laws of which such Lender is organized or has its Lending Office, ) or any corporation controlling Lender as a consequence of Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and (iii) reserve requirements utilized, as to Eurodollar Rate Loans, as contemplated by Section 3.04(e)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)Lender, the Borrower Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided provided, however, that the Borrower Borrowers shall not be required to pay additional amounts to compensate a Lender for (i) any Excluded Taxes or any liabilities excluded from the definition of Indemnified Taxes by Section 3.01, (ii) any reduction in connection with any penalties, interest, costs and expenses (including Attorney Costs) arising from the assertion by any Governmental Authority that Lender did not properly withhold any Tax or other amount from payments made in respect of Lender; or (iii) any change in the rate of applicable Taxes imposed on or measured by net income, and (b) notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to this Section 3.04 for any additional amounts incurred more than 90 days prior Basel III, shall in each case be deemed to have been implemented after the date that such Lender notifies the Borrower of the Change in Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such additional amounts is retroactive, then such 90-day period referred to above shall be extended to include the period of retroactive effect thereofhereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Loans the interest on which is determined by reference to the Eurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (aSection 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes, Indemnified Taxes or Other Taxes and indemnifiable under Section 3.01 or any Excluded Taxes (as to which Section 3.01 shall govern), and (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 the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements utilized, as to Eurodollar Rate Loans, as contemplated by Section 3.04(e)in the determination of the Eurodollar Rate), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that that, notwithstanding anything herein to the Borrower shall not be required to compensate a Lender contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case in this clause (y) pursuant to Basel III, shall in each case in this Section 3.04 for any additional amounts incurred more than 90 days prior proviso be deemed to be a change in or in the interpretation of Law, regardless of the date that such Lender notifies the Borrower of the Change in Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; providedenacted, further, that, if the Change in Law giving rise to such additional amounts is retroactive, then such 90-day period referred to above shall be extended to include the period of retroactive effect thereofadopted or issued.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Loans the interest on which is determined by reference to the Eurodollar Rate Loans, or (as the case may be) a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (aSection 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes, Indemnified Taxes or Other Taxes and indemnifiable under Section 3.01 or any Excluded Taxes (as to which Section 3.01 shall govern), and (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 the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements utilized, as to Eurodollar Rate Loans, as contemplated by Section 3.04(e)in the determination of the Eurodollar Rate), 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 increased cost or reduction; provided that that, notwithstanding anything herein to the Borrower shall not be required to compensate a Lender contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case in this clause (y) pursuant to Basel III, shall in each case in this Section 3.04 for any additional amounts incurred more than 90 days prior proviso be deemed to be a change in or in the interpretation of Law, regardless of the date that such Lender notifies the Borrower of the Change in Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; providedenacted, further, that, if the Change in Law giving rise to such additional amounts is retroactive, then such 90-day period referred to above shall be extended to include the period of retroactive effect thereofadopted or issued.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender determines that as a result any change in or the interpretation of any Change in Law, there shall be any increase in Laws announced after the cost to date hereof have the effect of reducing the rate of return on the capital of such Lender of agreeing to make or making, funding or maintaining Loans the interest on which is determined by reference to the Eurodollar Rate or (as the case may be) a reduction in the amount received or receivable compliance 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, Other Taxes and Excluded Taxes (as to which Section 3.01 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 the Laws of which such Lender is organized or has 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 and (iii) reserve requirements utilized, as to Eurodollar Rate Loans, as contemplated by Section 3.04(e)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 increased cost or reduction; provided that the (a) Borrower shall not be required to compensate a Lender pursuant to this Section 3.04 for any additional amounts incurred more than 90 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to pay such additional amounts to compensate any Lender for (i) any Excluded Taxes or any liabilities excluded from the definition of Indemnified Taxes by Section 3.01, (ii) any reduction in connection with any penalties, interest, costs and expenses (including Attorney Costs) arising from the assertion by any Governmental Authority that such Administrative Agent did not properly withhold any Tax or other amount from payments made in respect of such any Lender’s intention , or (iii) any change in the rate of applicable Taxes imposed on or measured by net income, and (b) notwithstanding anything herein to claim compensation therefor; providedthe contrary, further(i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, thatrules, if guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Change Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in Law giving rise each case pursuant to such additional amounts is retroactiveBasel III, then such 90-day period referred shall in each case be deemed to above shall be extended to include have been implemented after the period of retroactive effect thereofdate hereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Loans the interest on which is determined by reference to the Eurodollar Rate RateTerm SOFR Loans, or (as the case may be) a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (aSection 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes, Indemnified Taxes or Other Taxes and indemnifiable under Section 3.01 or any Excluded Taxes (as to which Section 3.01 shall govern), and (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 the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements utilized, as to Eurodollar Rate RateTerm SOFR Loans, as contemplated by Section 3.04(e)in the determination of the Eurodollar RateTerm SOFR), 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 increased cost or reduction; provided that that, notwithstanding anything herein to the Borrower shall not be required to compensate a Lender contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case in this clause (y) pursuant to Basel III, shall in each case in this Section 3.04 for any additional amounts incurred more than 90 days prior proviso be deemed to be a change in or in the interpretation of Law, regardless of the date that such Lender notifies the Borrower of the Change in Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; providedenacted, further, that, if the Change in Law giving rise to such additional amounts is retroactive, then such 90-day period referred to above shall be extended to include the period of retroactive effect thereofadopted or issued.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans the interest on which is determined by reference to the Eurodollar Rate or Subfacility Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount 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, Taxes or Other Taxes and Excluded Taxes (as to which Section 3.01 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 the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements utilized, as to Eurodollar Rate Loans, as contemplated by Section 3.04(e)utilized in the determination of the Eurocurrency Rate), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Applicable Agent), AMS and the Borrower Applicable Borrower, jointly and severally, shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided reduction in amount, provided, however, that (upon the Borrower request of AMS) each Lender shall not be required take commercially reasonable steps to compensate a Lender pursuant to this Section 3.04 for any additional amounts incurred more than 90 days prior to minimize such increases in cost or reductions in amount unless, in the date that such Lender notifies the Borrower of the Change in Law giving rise to such additional amounts and good faith judgment of such Lender’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise any such step or steps will be materially disadvantageous to such additional amounts is retroactive, then such 90-day period referred to above shall be extended to include the period of retroactive effect thereofLender.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any the Lender determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, or the Lender’s compliance therewith, there shall be any increase in the cost to such the Lender of agreeing to make or making, funding or maintaining Floating Eurodollar Loans the interest on which is determined by reference to the Eurodollar Rate or (as the case may be) issuing Letters of Credit, or a reduction in the amount received or receivable by such the 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, Taxes or Other Taxes and Excluded Taxes (as to which Section 3.01 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 the Laws of which such the Lender is organized or has its Lending Office, and (iii) reserve requirements utilized, as to utilized in the determination of the Floating Eurodollar Rate Loans, as contemplated by Section 3.04(e)Rate), then from time to time upon demand of such the Lender, and so long as the Lender (with a copy of such demand to the Administrative Agent)is requiring similar payments from other customers, the Borrower shall pay to such the Lender such additional amounts as will compensate such the Lender for such increased cost or reduction; provided that that, notwithstanding anything herein to the Borrower shall not be required to compensate a Lender contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to this Section 3.04 for Basel III, shall in each case be deemed to be a “change in or in the interpretation of any additional amounts incurred more than 90 days prior to Law,” regardless of the date that such Lender notifies the Borrower of the Change in Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; providedenacted, further, that, if the Change in Law giving rise to such additional amounts is retroactive, then such 90-day period referred to above shall be extended to include the period of retroactive effect thereofadopted or issued.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Loans any Loan the interest on which is determined by reference to the Eurodollar Rate or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (aSection 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes, Other Taxes and Excluded Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross (including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its maintains a Lending Office, (ii) the failure of such Lender to comply with Sections 10.15(a), 10.15(b) or 10.15(c), as applicable, and (iii) reserve requirements utilized, as to reflected in the Eurodollar Rate Loans, as contemplated by Section 3.04(e)Rate), then from time to time upon within fifteen (15) days after demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative AgentAgent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 3.04 for any additional amounts incurred more than 90 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such additional amounts and of such Lender’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such additional amounts is retroactive, then such 90-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 Lender reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any SOFR Loans the interest on which is determined by reference to the Eurodollar Rate or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (aSection 3.04(a) any such increased costs or reduction in amount resulting from (ix) Taxes, any Indemnified Taxes or Other Taxes and Excluded indemnified pursuant to Section 3.01, (y) any Taxes excluded from the definition of Indemnified Taxes (as to which Section 3.01 shall govern), other than Taxes excluded under clause (ii) changes thereof) or Other Taxes or (z) any Taxes that are not imposed on or in respect of its loans, loan principal, interest or other payments, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto) and the basis result of taxation any of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under foregoing shall be to increase the Laws of which cost to such Lender is organized of making or has maintaining the SOFR Loan (or of maintaining its Lending Officeobligations to make any Loan), and (iii) reserve requirements utilized, as or to Eurodollar Rate Loans, as contemplated reduce the amount of any sum received or receivable by Section 3.04(e))such Lender, then from time to time upon within fifteen (15) days after demand of by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative AgentAgent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided . Notwithstanding anything herein to the contrary, for all purposes under this Agreement (including Section 3.04(b)), (x) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in Law, regardless of the date enacted, adopted or issued. If any Lender determines that the introduction of any Law regarding capital adequacy or liquidity requirements or any change therein or in the interpretation thereof, in each case after the Closing Date, 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 requirements and such Lender’s desired return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall not be required pay to such Lender such additional amounts as will compensate a such Lender for such reduction within fifteen (15) days after receipt of such demand. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 for any additional amounts incurred more than 90 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such additional amounts and shall not constitute a waiver of such Lender’s intention right to claim demand such compensation. If any Lender requests compensation thereforunder this Section 3.04, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided, further, thatthat nothing in this Section 3.04(d) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a), if the Change in Law giving rise to such additional amounts is retroactive, then such 90-day period referred to above shall be extended to include the period of retroactive effect thereof(b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any Change change in or in the interpretation of any Law, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Loans the interest on which is determined by reference to the Eurodollar Rate any SOFR Loans, or (as the case may be) a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (aSection 3.04(a) any such increased costs or reduction in amount resulting from (ii)(x) Taxes, any Indemnified Taxes or Other Taxes and Excluded indemnified pursuant to Section 3.01, (y) any Taxes excluded from the definition of Indemnified Taxes (as to which Section 3.01 shall govern), other than Taxes excluded under clause (ii) changes thereof) or Other Taxes or (z) any Taxes that are not imposed on or in respect of its loans, loan principal, interest or other payments, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (ii) the basis result of taxation any of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under foregoing shall be to increase the Laws of which cost to such Lender is organized of making or has maintaining the SOFR Loan (or of maintaining its Lending Officeobligations to make any Loan), and (iii) reserve requirements utilized, as or to Eurodollar Rate Loans, as contemplated reduce the amount of any sum received or receivable by Section 3.04(e))such Lender, then from time to time upon within fifteen (15) days after demand of by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative AgentAgent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided . Notwithstanding anything herein to the contrary, for all purposes under this Agreement (including Section 3.04(b)), (x) the Xxxx- Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in Law, regardless of the date enacted, adopted or issued. (b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the Closing Date, 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 and such Lender’s desired return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall not be required pay to such Lender such additional amounts as will compensate a such Lender for such reduction within fifteen (15) days after receipt of such demand. (c) [Reserved]. (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 Xxxxxx’s right to demand such compensation. (e) If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another Lending Office for any additional amounts incurred more than 90 days prior to the date Loan or Letter of Credit affected by such event; provided that such Lender notifies efforts are made on terms that, in -105- the Borrower of the Change in Law giving rise to such additional amounts and reasonable judgment of such Lender’s intention , cause such Lender and its Lending Office(s) to claim compensation therefor; suffer no material economic, legal or regulatory disadvantage, and provided, further, thatthat nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a), if the Change in Law giving rise to such additional amounts is retroactive(b), then such 90-day period referred to above shall be extended to include the period of retroactive effect thereof.(c) or (d). Section 3.05