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

Increased Cost and Reduced Return; Capital Adequacy. If Lender determines that any change in or the interpretation of any Laws announced after the date hereof have the effect of reducing the rate of return on the capital of Lender or compliance by Lender (or 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 Lender’s desired return on capital), then from time to time upon demand of Lender, Borrowers shall pay to Lender such additional amounts as will compensate Lender for such reduction; provided, however, that Borrowers shall not be required to pay additional amounts to compensate 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 Basel III, shall in each case be deemed to have been implemented after the date hereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Laws announced after Law, or such Lender’s compliance therewith, there shall be any increase in the date hereof have cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans or issuing or participating in Letters of Credit, or a reduction in the effect amount received or receivable by such Lender in connection with any of reducing the rate foregoing (excluding for purposes of return on the capital of Lender this Section 3.04(a) any such increased costs or compliance by Lender reduction in amount resulting from (i) Indemnified Taxes or its Lending Office) Other Taxes indemnifiable under Section 3.01 or any corporation controlling Lender Excluded Taxes and (ii) reserve requirements utilized, as a consequence to Eurodollar Rate Loans, in the determination of Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and Lender’s desired return on capitalthe Eurodollar Rate), then from time to time upon demand of Lendersuch Lender (with a copy of such demand to the Administrative Agent), the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; providedprovided that, however, that Borrowers shall not be required to pay additional amounts to compensate 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, (ix) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (iiy) 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 proviso be deemed to have been implemented after be a change in or in the interpretation of Law, regardless of the date hereofenacted, adopted 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 in or in the interpretation of any Laws announced after Law, or such Lender’s compliance therewith, there shall be any increase in the date hereof have cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans, or a reduction in the effect amount received or receivable by such Lender in connection with any of reducing the rate foregoing (excluding for purposes of return on the capital of Lender this Section 3.04(a) any such increased costs or compliance by Lender reduction in amount resulting from (i) Indemnified Taxes or its Lending Office) Other Taxes indemnifiable under Section 3.01 or any corporation controlling Lender Excluded Taxes and (ii) reserve requirements utilized, as a consequence to Eurodollar Rate Loans, in the determination of Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and Lender’s desired return on capitalthe Eurodollar Rate), then from time to time upon demand of Lendersuch Lender (with a copy of such demand to the Administrative Agent), Borrowers the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; providedprovided that, however, that Borrowers shall not be required to pay additional amounts to compensate 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, (ix) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (iiy) 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 proviso be deemed to have been implemented after be a change in or in the interpretation of Law, regardless of the date hereofenacted, adopted 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 in or in the interpretation of any Laws announced after Law, or such Lender’s compliance therewith, there shall be any increase in the date hereof have cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar RateTerm SOFR Loans, or a reduction in the effect amount received or receivable by such Lender in connection with any of reducing the rate foregoing (excluding for purposes of return on the capital of Lender this Section 3.04(a) any such increased costs or compliance by Lender reduction in amount resulting from (i) Indemnified Taxes or its Lending Office) Other Taxes indemnifiable under Section 3.01 or any corporation controlling Lender Excluded Taxes and (ii) reserve requirements utilized, as a consequence to Eurodollar RateTerm SOFR Loans, in the determination of Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and Lender’s desired return on capitalthe Eurodollar RateTerm SOFR), then from time to time upon demand of Lendersuch Lender (with a copy of such demand to the Administrative Agent), Borrowers the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; providedprovided that, however, that Borrowers shall not be required to pay additional amounts to compensate 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, (ix) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (iiy) 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 proviso be deemed to have been implemented after be a change in or in the interpretation of Law, regardless of the date hereofenacted, adopted 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 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 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 or Other 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 announced after the date hereof have the effect of reducing the rate of return on the capital of which such Lender is organized or compliance by Lender (or has its Lending Office, and (iii) or any corporation controlling Lender as a consequence reserve requirements utilized in the determination of Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and Lender’s desired return on capitalthe Eurocurrency Rate), then from time to time upon demand of Lendersuch Lender (with a copy of such demand to the Applicable Agent), Borrowers AMS and the Applicable Borrower, jointly and severally, shall pay to such Lender such additional amounts as will compensate such Lender for such reduction; increased cost or reduction in amount, provided, however, that Borrowers (upon the request of AMS) each Lender shall not be required take commercially reasonable steps to pay additional amounts to compensate Lender for (i) any Excluded Taxes minimize such increases in cost or any liabilities excluded from the definition of Indemnified Taxes by Section 3.01reductions in amount unless, (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 good faith judgment of applicable Taxes imposed on such Lender, any such step or measured by net income, and (b) notwithstanding anything herein steps will be materially disadvantageous 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 Basel III, shall in each case be deemed to have been implemented after the date hereofsuch Lender.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Laws announced Law, in each case after the date hereof have Closing Date, or such Lender’s compliance therewith, there shall be any increase in the effect cost to such Lender of reducing agreeing to make or making, funding or maintaining any SOFR Loans, or a reduction in the rate amount received or receivable by such Lender in connection with any of return the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i)(x) any Indemnified Taxes or Other Taxes indemnified pursuant to Section 3.01, (y) any Taxes excluded from the definition of Indemnified Taxes (other than Taxes excluded under clause (ii) 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 capital result of any of the foregoing shall be to increase the cost to such Lender of making or compliance by Lender maintaining the SOFR Loan (or of maintaining its Lending Office) obligations to make any Loan), or to reduce the amount of any corporation controlling Lender as a consequence of sum received or receivable by such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and Lender’s desired return on capital), then from time to time upon within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of Lendersuch demand to the Administrative Agent given in accordance with Section 3.06), Borrowers the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided, however, that Borrowers shall not be required to pay additional amounts to compensate 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 . Notwithstanding anything herein to the contrary, for all purposes under this Agreement (iincluding Section 3.04(b)), (x) the Xxxx-Xxxx- Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (iiy) all requests, rules, guidelines or directives promulgated by the Bank for International Settlementssettlements, 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 Basel III, shall in each case be deemed to have been implemented 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 date hereof.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 pay to such Lender such additional amounts as will compensate 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 Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in -105- 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, that 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), (b), (c) or (d). Section 3.05

Increased Cost and Reduced Return; Capital Adequacy. If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Laws announced Law, in each case after the date hereof have Closing Date, or such Lender’s compliance therewith, there shall be any increase in the effect cost to such Lender of reducing agreeing to make or making, funding or maintaining any SOFR Loans or (as the rate case may be) issuing or participating in Letters of return 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 Section 3.04(a) any such increased costs or reduction in amount resulting from (x) any Indemnified Taxes or Other Taxes indemnified pursuant to Section 3.01, (y) any Taxes excluded from the definition of Indemnified Taxes (other than Taxes excluded under clause (ii) 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 capital result of any of the foregoing shall be to increase the cost to such Lender of making or compliance by Lender maintaining the SOFR Loan (or of maintaining its Lending Office) obligations to make any Loan), or to reduce the amount of any corporation controlling Lender as a consequence of sum received or receivable by such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and Lender’s desired return on capital), then from time to time upon within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of Lendersuch demand to the Administrative Agent given in accordance with Section 3.06), Borrowers the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided, however, that Borrowers shall not be required to pay additional amounts to compensate 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 . Notwithstanding anything herein to the contrary, for all purposes under this Agreement (iincluding Section 3.04(b)), (x) the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (iiy) all requests, rules, guidelines or directives promulgated by the Bank for International Settlementssettlements, 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 Basel III, shall in each case be deemed to have been implemented 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 date hereofClosing 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 pay to such Lender such additional amounts as will compensate 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 shall not constitute a waiver of such Lender’s right to demand such compensation. 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 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, that 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), (b) or (c).

Increased Cost and Reduced Return; Capital Adequacy. If any Lender determines that any change in or the interpretation of any Laws announced after the date hereof have 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 and such Lender’s desired return on capital), then from time to time upon demand of Lendersuch Lender (with a copy to Administrative Agent), Borrowers Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction; provided, however, provided that Borrowers (a) Borrower shall not be required 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 Lender such Administrative Agent did not properly withhold any Tax or other amount from payments made in respect of any 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 Basel III, shall in each case be deemed to have been implemented after the date hereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Laws announced Law, in each case after the date hereof have hereof, or such Lender’s compliance therewith, there shall be any increase in the effect cost to such Lender of reducing agreeing to make or making, funding or maintaining any Loan the rate interest on which is determined by reference to the Eurodollar Rate or (as the case may be) issuing or participating in Letters of return on Credit, or a reduction in the capital amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) changes in the basis of taxation of overall net income (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 compliance by Lender (or its maintains a Lending Office, (ii) the failure of such Lender to comply with Sections 10.15(a), 10.15(b) or any corporation controlling Lender 10.15(c), as a consequence of Lender’s obligations hereunder applicable, and (taking into consideration its policies with respect to capital adequacy and Lender’s desired return on capitaliii) reserve requirements reflected in the Eurodollar Rate), then from time to time upon within fifteen (15) days after demand of Lendersuch Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), Borrowers the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided, however, that Borrowers shall not be required to pay additional amounts to compensate 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 Basel III, shall in each case be deemed to have been implemented after the date hereof.

Increased Cost and Reduced Return; Capital Adequacy. (a) If any Lender reasonably determines that as a result of the introduction of or any change in or in the interpretation of any Laws announced Law, in each case after the date hereof have the effect of reducing the rate of return on the capital of Lender Closing Date, or compliance by Lender (or its Lending Office) or any corporation controlling Lender as a consequence of such Lender’s obligations hereunder compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Term SOFR Loans (taking into consideration its policies or, in the case of a change in Law with respect to capital adequacy Taxes, any Loan) or (as the case may be) issuing, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Indemnified Taxes or Other Taxes, or any Taxes excluded from the definition of Indemnified Taxes under exceptions (i) through (vi) thereof or (ii) reserve requirements contemplated by Section 3.04(c)) and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining such Term SOFR Loan (or of making or maintaining its obligations to make any Loan), or to reduce the amount of any sum received or receivable by such Lender’s desired return on capital), in each case, by an amount which such Lender deems to be material, then from time to time upon within fifteen (15) days after written demand by such Lender setting forth in reasonable detail such increased costs (with a copy of Lendersuch demand to the Administrative Agent), Borrowers the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction; provided, however, that Borrowers shall not be required to pay additional amounts to compensate 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 . Notwithstanding anything herein to the contrary, for all purposes under this Agreement, (ix) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (iiy) 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 Basel III, shall in each case be deemed to have been implemented be a change in law, regardless of the date enacted, adopted or issued; provided, that to the extent any increased costs or reductions are incurred by any Lender as a result of any requests, rules, guidelines or directives promulgated under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or pursuant to Basel III after the date hereofClosing Date, then such Lender shall be compensated pursuant to this Section 3.04 only if such Lender imposes such charges under other syndicated credit facilities involving similarly situated borrowers that such Lender is a lender under.

Increased Cost and Reduced Return; Capital Adequacy. (a) If the Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, or the Lender’s compliance therewith, there shall be any increase in the cost to the Lender of agreeing to make or making, funding or maintaining Floating Eurodollar Loans or issuing Letters of Credit, or a reduction in the amount received or receivable by 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 or Other 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 announced after of which the date hereof have the effect of reducing the rate of return on the capital of Lender is organized or compliance by Lender (or has its Lending Office, and (iii) or any corporation controlling Lender as a consequence reserve requirements utilized in the determination of Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and Lender’s desired return on capitalthe Floating Eurodollar Rate), then from time to time upon demand of the Lender, Borrowers and so long as the Lender is requiring similar payments from other customers, the Borrower shall pay to the Lender such additional amounts as will compensate the Lender for such increased cost or reduction; providedprovided that, however, that Borrowers shall not be required to pay additional amounts to compensate 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, (ix) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith therewith, and (iiy) 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 Basel III, shall in each case be deemed to have been implemented after be a “change in or in the interpretation of any Law,” regardless of the date hereofenacted, adopted or issued.