Common use of Increased Cost Clause in Contracts

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.

Increased Cost. (a) IfIf (i) Regulation D or (ii) a Regulatory Change: (A) shall subject Lender to any tax, after duty or other charge with respect to the Closing DateLIBOR Loans, the adoption ofNote or its obligation to make LIBOR Loans, or any shall change in, any applicable law, rule the basis of taxation of payments to Lender of the principal of or regulation, interest on its LIBOR Loans or any change other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the interpretation rate of tax on the overall net income of Lender); or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (iB) shall impose, modify or deem applicable any reserve (including including, without limitation, any reserve imposed by the FRBBoard of Governors of the Federal Reserve System), special deposit deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any committed to be extended by, Lender or shall, with respect to Lender impose, modify or deem applicable any other condition affecting its ability to make loans based on Lender’s LIBOR Loans, the LIBOR Rate Note or its Lender’s obligation to make loans based on the LIBOR RateLoans; and the result of anything described in clauses (i) and (ii) above any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender of making or maintaining any loan based on the LIBOR RateLoan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such an amount deemed by Lender (which demand shall to be accompanied by a statement setting forth the basis material, and if Lender is not otherwise fully compensated for such demand and a increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to “LIBOR Reserve Percentage” in the calculation of the amount thereof in reasonable detailLIBOR Rate, a copy then upon notice by Lender to Borrower, which notice shall set forth Lender’s supporting calculations and the details of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1)the Regulatory Change, Borrower shall pay directly to such Lender Lender, as additional interest, such additional amount or amounts as will compensate such Lender for such increased cost or such reduction, so long as such . The determination by Lender under this Section of the additional amount or amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise be paid to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period it hereunder shall be extended to include conclusive in the period absence of retroactive effectmanifest error. For the avoidance of doubtIn determining such amount or amounts, this clause (a) will not apply to Lender may use any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governreasonable averaging and attribution methods.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued)thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate Loan, its Note or its obligation to make loans based on the LIBOR RateLoan; and the result of anything described in clauses (i) above and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR RateLoan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) 180 days prior to the date on which such Lender first made demand therefor; provided provided, that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) 180 day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.

Increased Cost. (a) IfIf (i) Regulation D or (ii) a Regulatory Change: (A) shall subject Lender to any tax, after duty or other charge with respect to the Closing DateLIBOR Loans, the adoption ofNote or its obligation to make LIBOR Loans, or any shall change in, any applicable law, rule the basis of taxation of payments to Lender of the principal of or regulation, interest on its LIBOR Loans or any change other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the interpretation rate of tax on the overall net income of Lender); or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (iB) shall impose, modify or deem applicable any reserve (including including, without limitation, any reserve imposed by the FRBBoard of Governors of the Federal Reserve System), special deposit deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any committed to be extended by, Lender or shall, with respect to Lender impose, modify or deem applicable any other condition affecting its ability to make loans based on Lender’s LIBOR Loans, the LIBOR Rate Note or its Lender’s obligation to make loans based on the LIBOR RateLoans; and the result of anything described in clauses (i) and (ii) above any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender of making or maintaining any loan based on the LIBOR RateLoan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such an amount deemed by Lender (which demand shall to be accompanied by a statement setting forth the basis material, and if Lender is not otherwise fully compensated for such demand and a increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to “Reserve Percentage” in the calculation of the amount thereof in reasonable detailLIBOR Rate, a copy then upon notice by Lender to Borrower, which notice shall set forth Lender’s supporting calculations and the details of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1)the Regulatory Change, Borrower shall pay directly to such Lender Lender, as additional interest, such additional amount or amounts as will compensate such Lender for such increased cost or such reduction, so long as such . The determination by Lender under this Section of the additional amount or amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise be paid to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period it hereunder shall be extended to include conclusive in the period absence of retroactive effectmanifest error. For the avoidance of doubtIn determining such amount or amounts, this clause (a) will not apply to Lender may use any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governreasonable averaging and attribution methods.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.

Increased Cost. (a) If, after The Borrower shall pay to the Closing Date, Bank from time to time such amounts as the adoption ofBank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank under this Agreement or the Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change inafter the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any applicable lawinterpretations, rule directives, or regulationrequirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipal, or any change in the interpretation foreign laws or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive regulations (whether or not having the force of law) issued after by any court or governmental or monetary authority charged with the Closing Date interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Agreement or the Note in respect of any of such authorityLoans (other than taxes imposed on the overall net income of the Bank or of its Lending Office for any of such Loans by the jurisdiction where such Lending Office is located); or (2) imposes or modifies any reserve, central bank special deposit, compulsory loan, or comparable agency: (i) shall imposesimilar requirements relating to any extensions of credit or other assets of, modify or deem applicable any reserve deposits with or other liabilities of, the Bank (including any reserve imposed by of such Loans or any deposits referred to in the FRBdefinition of LIBOR Interest Rate or Cost of Funds Rate), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii3) shall impose on any Lender imposes any other condition affecting its ability to make loans based on this Agreement or the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Bank to impose a cost on) compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such Lender compensation. Determinations by the Bank for purposes of this Section 2.14 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the Bank in respect of any loan Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the LIBOR Rate, or ratio of Borrower's Loans to reduce all loans of Bank requiring the amount payment of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governAdditional Costs.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued)thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.7), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate Loans, its Note or its obligation to make loans based on the LIBOR RateLoans; and the result of anything described in clauses (i) above and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR RateLoan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower Borrowers shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) 180 days prior to the date on which such Lender first made demand therefor; provided provided, that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) 180 day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 6.4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) 180 days prior to the date on which such Lender first made demand therefor; provided provided, that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) 180 day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (aSection 3.2(a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.

Increased Cost. (a) If, after From time to time upon notice to the Closing Date, Borrower from the adoption ofBank the Borrower shall pay to the Bank such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank under this Agreement or the Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change inafter the date of this Agreement in U.S. federal, any applicable lawstate, rule or regulationmunicipal, or any change in the interpretation foreign laws or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof regulations (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issuedincluding Regulation D), or compliance by the adoption or making after such date of any Lender with any request interpretations, directives, or directive requirements applying to a class of banks including the Bank of or under U.S. federal, state, municipal, or foreign laws or regulations (whether or not having the force of law) issued after by any court or governmental or monetary authority charged with the Closing Date interpretation or administration thereof ("Regulatory Change"), which: (a) changes the basis of taxation of any amounts payable to the Bank under this Agreement or the Note in respect of any such authorityLoans (other than taxes imposed on the overall net income of the Bank for any of such Loans by the jurisdiction where the Principal Office is located); or (b) imposes or modifies any reserve, central bank special deposit, compulsory loan, or comparable agency: (i) shall imposesimilar requirements relating to any extensions or credit or other assets of, modify or deem applicable any reserve deposits with or other liabilities of, the Bank (including any reserve imposed by of such Loans or any deposits referred to in the FRBdefinition of LIBOR Interest Rate), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (iic) shall impose on any Lender imposes any other condition affecting its ability to make loans based on this Agreement or the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to Note (or any such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Bank to impose a cost oncompensation pursuant to this Section 2.13 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but in no event will Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six (6) months before the date of such Lender notice. Determinations by the Bank for purposes of this Section 2.13 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required compensate any loan based on the LIBOR Rate, or to reduce the amount Bank in respect of any sum received or receivable by such Lender under this Agreement or under its Note with respect theretoAdditional Costs, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detailconclusive, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governdeterminations are made on a reasonable basis.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued)thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.7), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate Loans, its Note or its obligation to make loans based on the LIBOR RateLoans; and the result of anything described in clauses (i) above and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR RateLoan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) 180 days prior to the date on which such Lender first made demand therefor; provided provided, that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) 180 day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.

Increased Cost. (a) IfIf any Regulatory Change: (i) shall subject any Bank to any tax, after the Closing Dateduty or other charge with respect to this Agreement, the adoption ofany Letter of Credit, any participation in a Letter of Credit or any LIBOR Loans made by it or shall change in, the basis of taxation of payments to any applicable law, rule Bank or regulationthe Issuing Bank in respect thereof (of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the interpretation rate of, any Excluded Tax payable by or administration of any applicable law, rule with respect to amounts payable to such Bank or regulation by any Governmental Authority, central bank the Issuing Bank); or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (iii) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB)reserve, special deposit deposit, capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by or committed to be extended or participated in by, any Lender; Bank (except the Reserve Requirement reflected in the LIBOR Rate) or the Issuing Bank or (iiiii) shall impose on shall, with respect to any Lender Bank, the Issuing Bank or the London interbank market impose, modify or deem applicable any other condition affecting its ability to make loans based on the this Agreement or such Bank’s LIBOR Rate Loans or its obligation to make loans based on the LIBOR Rateany Letter of Credit or participation therein; and the result of anything described in clauses (i) and (ii) above any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender Bank of making or maintaining any loan based on LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the LIBOR Ratecost to such Bank or the Issuing Bank 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 Bank under this Agreement or under its Note with respect theretoAgreement, then upon demand notice by such Lender (Bank or the Issuing Bank to the Administrative Agent and Borrower, which demand notice shall be accompanied by a statement setting set forth such Bank’s supporting calculations and the basis for such demand and a calculation details of the amount thereof in reasonable detail, a copy Requirements of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1)Law, Borrower shall pay directly to such Lender Bank or the Issuing Bank, as the case may be, as additional interest, such additional amount or amounts as will compensate such Lender Bank or the Issuing Bank for such increased cost or such reduction, so long as such . The determination by any Bank under this Section of the additional amount or amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise be paid to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period it hereunder shall be extended to include conclusive in the period absence of retroactive effectmanifest error. For In determining such amount or amounts, the avoidance of doubt, this clause (a) will not apply to Banks may use any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governreasonable averaging and attribution methods.

Increased Cost. (a) If, after The Company shall pay to the Closing Date, Lender from time to time such reasonable amounts as the adoption ofLender may determine to be necessary to compensate the Lender for any costs incurred by the Lender which Lender determines are attributable to its making or maintaining any Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Lender under this Agreement or the Revolving Note in respect of any such loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change inafter the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D and any applicable lawcurrency reserve requirements), rule or regulationthe adoption or making after such date of any interpretations, directives, or requirements applying to a class of lenders including the Lender or under any U.S. federal, state, municipal, or any change in the interpretation foreign laws or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive regulations (whether or not having the force of law) issued after by any court or governmental or monetary authority charged with the Closing Date interpretation or administration thereof (“Regulatory Change”), which: (1) changes the basis of taxation of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by amounts payable to the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Revolving Note in respect of any of such Loans (other than taxes imposed on the overall net income of the Lender for any of such Loans by the jurisdiction where the Principal Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the Lender; or (3) imposes any other conditions affecting this Agreement or the Revolving Note (or any of such extensions of credit or liabilities). The Lender will notify the Company in writing of any event occurring after the date of this Agreement which will entitle the Lender to compensation pursuant to this Section 2.9 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Reasonable determinations by the Lender for purposes of this Section 2.9 of the effect of any Regulatory Change on its Note with costs of making or maintaining Loans or on amounts receivable by it in respect theretoof Loans, then upon demand by such and of the additional amounts required to compensate the Lender (which demand in respect of any Additional Costs, shall be accompanied by conclusive, provided that such determinations are made on a statement setting forth reasonable basis, are not subject to manifest error and the written basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished said determinations are given to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governCompany.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rateloans; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rateloan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower Borrowers hereunder (including pursuant to Section 3.1), Borrower Borrowers shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) 180 days prior to the date on which such Lender first made demand therefor; provided provided, that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) 180 day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (aSection 3.2(a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.

Increased Cost. If any Regulatory Change: (ai) Ifshall subject any Bank to any tax, after the Closing Dateduty or other charge with respect to this Agreement, the adoption ofany Letter of Credit, any participation in a Letter of Credit or any LIBOR Loans made by it or shall change in, the basis of taxation of payments to any applicable law, rule Bank or regulationany Issuing Bank in respect thereof (of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the interpretation rate of, any Excluded Tax payable by or administration of any applicable law, rule with respect to amounts payable to such Bank or regulation by any Governmental Authority, central bank such Issuing Bank); or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (iii) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB)reserve, special deposit deposit, capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by or committed to be extended or participated in by, any LenderBank (except the Reserve Requirement reflected in the LIBOR Rate) or any Issuing Bank; or (iiiii) shall impose on shall, with respect to any Lender Bank, any Issuing Bank or the London interbank market impose, modify or deem applicable any other condition affecting its ability to make loans based on the this Agreement or such Bank’s LIBOR Rate Loans or its obligation to make loans based on the LIBOR Rateany Letter of Credit or participation therein; and the result of anything described in clauses (i) and (ii) above any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender Bank of making or maintaining any loan based on LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the LIBOR Ratecost to such Bank or such Issuing Bank 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 Bank under this Agreement or under its Note with respect theretoAgreement, then upon demand notice by such Lender (Bank or such Issuing Bank to the Administrative Agent and the Borrowers, which demand notice shall be accompanied by a statement setting set forth such Bank’s supporting calculations and the basis for such demand and a calculation details of the amount thereof in reasonable detailRequirements of Law, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), each Borrower shall pay directly to such Lender Bank or such Issuing Bank, as the case may be, as additional interest, its Applicable Share of such additional amount or amounts as will compensate such Lender Bank or such Issuing Bank for such increased cost or such reduction, so long as such . The determination by any Bank under this Section of the additional amount or amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise be paid to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period it hereunder shall be extended to include conclusive in the period absence of retroactive effectmanifest error. For In determining such amount or amounts, the avoidance of doubt, this clause (a) will not apply to Banks may use any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governreasonable averaging and attribution methods.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rateloans; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rateloan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower Borrowers hereunder (including pursuant to Section 3.1), Borrower Borrowers shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) 180 days prior to the date on which such Lender first made demand therefor; provided provided, that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) 180 day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (aSection 3.2(a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx‑Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred one‑hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred one‑hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.

Increased Cost. Without duplication of any amounts payable by Borrower pursuant to Section 8(f) (aIndemnification by Borrower), Borrower shall reimburse or compensate Lender, within ten (10) IfBusiness Days upon written demand, for all documented costs incurred, losses suffered or payments made by Lender as a result of the Transaction after the Closing Datedate hereof, and the adoption imposition on Lender of any and all actual reserve, deposit, capital adequacy or similar requirements against (or against any class of or change in or in the amount of) assets, liabilities or commitments of, or any change inextensions of credit by, any applicable law, rule Lender hereunder or regulation, the adoption of or any change in any requirement of Law or in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration application thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of after the date enacted, adopted or issued), or hereof; and compliance by any Lender with any request directive, or directive (requirements from any regulatory authority, whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve law (including any reserve imposed by the FRB)Tax or increased Tax of any kind (other than (A) Indemnified Taxes, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (iiB) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything Taxes described in clauses (ib) through (d) of the definition of Excluded Taxes and (iiC) above is to increase the cost to (or to impose a cost onConnection Income Taxes) such Lender on its loans, loan principal, letters of making or maintaining any loan based on the LIBOR Ratecredit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto) hereunder. Any Lender entitled to reduce the amount of any sum received claim reimbursement or receivable by such Lender under compensation pursuant this Agreement or under its Note Section 2(p) (Increased Cost) shall promptly notify Borrower (with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation copy to Agent) of the amount thereof in event with reasonable detail, a copy detail by reason of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, it has become so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand thereforentitled; provided that if no failure or delay on the event giving rise part of such Lender to so notify shall constitute a waiver of such Lxxxxx’s right to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governcompensation.

Increased Cost. (a) If, after From time to time upon notice to the Closing DateBorrower from the Lender, the adoption ofBorrower shall pay to the Lender such amounts as the Lender may determine to be necessary to compensate the Lender for any costs incurred by the Lender which the Lender determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Lender under this Agreement or the Notes in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change inafter the date of this Agreement in U.S. federal, any applicable lawstate, rule or regulationmunicipal, or any change in the interpretation foreign laws or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof regulations (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issuedincluding Regulation D), or compliance by the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Lender with any request of or directive under U.S. federal, state, municipal, or foreign laws or regulations (whether or not having the force of law) issued after by any court or governmental or monetary authority charged with the Closing Date interpretation or administration thereof (“Regulatory Change”), which: (a) changes the basis of taxation of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by amounts payable to the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note the Notes in respect of any such Loans (other than Taxes imposed on the overall net income of the Lender for any of such Loans by the jurisdiction where the Lender Principal Office is located); or (b) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions or credit or other assets of, or any deposits with respect theretoor other liabilities of, then upon demand by such the Lender (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (c) imposes any other condition affecting this Agreement or the Notes (or any such extensions of credit or liabilities). The Lender will notify the Borrower of any event occurring after the date of this Agreement which demand will entitle the Lender to compensation pursuant to this Section 6.6 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but in no event will Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six (6) months before the date of such notice. Determinations by the Lender for purposes of this Section 6.6 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required compensate any the Lender in respect of any Additional Costs, shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detailconclusive, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governdeterminations are made on a reasonable basis.

Increased Cost. (a) If, after the Closing Date, the adoption of, or If any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless regulation or regulatory requirement or in the interpretation or application thereof by any Authority shall: subject any Lender, Participant or the parent holding company thereof to any Taxes; or change the basis of taxation to any Lender, Participant or the parent holding company thereof of payments of principal or interest or any other payment due or to become due pursuant to this Agreement (other than a change in the basis effected by the United States of America, the State or The City of New York or any governmental subdivision or other taxing authority having jurisdiction over such Lender, Participant or parent holding company thereof (unless such jurisdiction is asserted solely by reason of the date enacted, adopted activities of OSG or issuedany Subsidiary) or such other jurisdiction where the Advances may be payable), ; or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including or capital adequacy requirements or require the making of any reserve imposed by the FRB), special deposit deposits against or similar requirement against in respect of any assets or liabilities of, deposits with or for the account of, or credit extended by loans by, any LenderLender or Participant or the parent holding company thereof; or (ii) shall impose on any Lender or Participant or the parent holding company thereof any other condition affecting its ability to make loans based on the LIBOR Rate Facility or its obligation to make loans based on the LIBOR Rateany part thereof; and the result of anything described the foregoing is either to increase the cost to such Lender or Participant or its parent holding company, of making available or maintaining the Facility or any part thereof or to reduce the rate of return on assets or equity of such Lender or Participant or the amount of any payment received by such Lender or Participant or its parent holding company, then and in clauses any such case if such increase or reduction in the opinion of such Lender or Participant materially affects the interests of such Lender or Participant or its parent holding company under or in connection with this Agreement: such Lender or Participant shall notify the Borrowers and the Administrative Agent in writing of the happening of such event; the Borrowers agree forthwith upon receipt of notice from such Lender or Participant as aforesaid to pay to such Lender or Participant such amount as such Lender or Participant certifies to be necessary to compensate such Lender or Participant or its parent holding company for such additional cost or such reduction. Any such notice referred to in subsections (i) and (ii) above is to increase of this Section 11.2 may be made by a Lender or Participant at any time before or within one (1) year after any repayment of the cost to (or to impose a cost on) Facility Balance; provided, however, that before making any such demand, such Lender or Participant agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of making or maintaining any loan based on such designation would avoid the LIBOR Rateneed for, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect theretoof, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reductionreduction and would not, so long as such amounts have accrued on or after in the day which is one-hundred eighty (180) days prior to the date on which judgment of such Lender first made demand therefor; provided that if the event giving rise or Participant, be otherwise disadvantageous to such costs Lender or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governParticipant.

Increased Cost. The Borrower shall reimburse or compensate the Lender, upon demand, for all costs incurred, losses suffered or payments made by the Lender which are applied or reasonably allocated by the Lender to the transactions contemplated herein (aall as determined by the Lender in its reasonable discretion) Ifby reason of any and all future reserve, after deposit, capital adequacy or similar requirements against (or against any class of or change in or in the Closing Dateamount of) assets, the adoption liabilities or commitments of, or any change inextensions of credit by, any applicable law, rule the Lender or regulation, Change in Law or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration application thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of after the date enacted, adopted or issued), or hereof; and compliance by any the Lender with any request directive, or directive (requirements from any regulatory authority, whether or not having the force of law) issued after the Closing Date of law (including any such authorityTax (other than Indemnified Taxes and Excluded Taxes)), central bank or comparable agency: provided that (i) such amounts shall imposebe consistent with amounts that the Lender is generally charging other borrowers similarly situated to the Borrower under substantially similar facilities with substantially similar assets from whom the Lender is entitled to seek such compensation, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) the Lender shall impose on use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if such designation or assignment would eliminate or reduce any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; such amounts (and the result of anything described Borrower hereby agrees to pay all reasonable costs and expenses incurred by the Lender in clauses connection with any such designation or assignment), (iiii) the Lender shall deliver a certificate to the Borrower setting forth in reasonable detail the additional amounts to be paid to it hereunder and the calculations used in determining such amounts shall be conclusive absent manifest error and (iiiv) above is the Borrower shall not be required to increase compensate the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to this Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender 8(m) for such any increased cost costs or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) reductions incurred more than 180 days prior to the date on which such that the Lender first made demand therefordemands compensation from the Borrower; provided that that, if the such Change in Law or other event giving rise to such increased costs or reductions has retroactive effectis retroactive, such onethen the 180-hundred eighty (180) day period referred to above shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governeffect thereof.

Increased Cost. From time to time upon 30 days’ prior notice to the Borrower from a Bank (a) If, after with a copy to the Closing DateAdministrative Agent), the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein Borrower shall pay to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or Administrative Agent for the account of, of the applicable Bank such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable to its making or credit extended by maintaining any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate Loans hereunder or its obligation to make loans based any such Loans hereunder, or any reduction in any amount receivable by such Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Change in Law after the Effective Date which: (1) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Rate); and the result of anything described in clauses or (i3) and (ii) above is to increase the cost to imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities). Such Bank will notify the Borrower (with a copy to impose a cost onthe Administrative Agent) of any event occurring after the Effective Date which will entitle such Lender Bank to compensation pursuant to this Section 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by any Bank for purposes of this Section 2.17 of the effect of any Change in Law on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any loan based on the LIBOR Rate, or to reduce the amount such Bank in respect of any sum received or receivable by such Lender under this Agreement or under its Note with respect theretoAdditional Costs, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detailconclusive, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period determinations are made on a reasonable basis. The provisions of this Section 2.17 shall be extended to include the period survive termination of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governAgreement.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under any of its Note Notes with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.clause

Increased Cost. (a) If, after the Closing Date, the adoption or taking effect of, or any change in, any applicable lawApplicable Law, rule rule, regulation or regulationtreaty, or any change in the interpretation or administration of any applicable lawApplicable Law, rule rule, regulation or regulation treaty by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued)thereof, or compliance by any Lender with any request request, rule, guideline or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by such Lender or any Person controlling such Lender; or (ii) shall subject such Lender or the Agent to any Taxes (other than Taxes described in clauses (b) and (c) of the definition of Excluded Taxes, Taxes indemnified pursuant to Section 3.1 and Connection Income Taxes); or (iii) shall impose on such Lender or any Person controlling such Lender any other condition affecting any Loan, its ability to make loans based on the LIBOR Rate Notes or its obligation to make loans based on the LIBOR Rateany Loan; and the result of anything described in clauses (i) and through (iiiii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR RateLoan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note Notes with respect thereto, then then, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Agent)) therefor, and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), the Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued)thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the SOFR), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) subject any Recipient to any Taxes (other than (1) Indemnified Taxes, (2) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (3) Connection Income Taxes) on its Loans, Commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate SOFR Loans or its obligation to make loans based on the LIBOR RateSOFR Loans; and the result of anything described in clauses (i) and or (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR RateSOFR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-one hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided provided, that if the event giving rise to such costs or reductions has retroactive effect, such one-one hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.

Increased Cost. (a) If, after the Closing Date, the adoption ofBorrower shall pay to Bank from time to time such amounts as Bank may determine to be necessary to compensate Bank for any costs incurred by Bank which Bank determines are attributable to its making or maintaining any Loans hereunder or its obligation to convert to such Loans hereunder, or any reduction in any amount receivable by Bank under this Agreement or the Notes in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change inafter the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any applicable lawinterpretations, rule directives, or regulationrequirements applying to a class of banks including Bank of or under any U.S. federal, state, municipal, or any change in the interpretation foreign laws or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive regulations (whether or not having the force of law) issued after by any court or governmental or monetary authority charged with the Closing Date interpretation or administration thereof (“Regulatory Change”), which (a) changes the basis of taxation of any amounts payable to Bank under this Agreement or the Notes in respect of any of such authorityLoan (other than taxes imposed on the overall net income of Bank or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is located), central bank (b) imposes or comparable agency: (i) shall imposemodifies any reserve, modify special deposit, compulsory loan, or deem applicable similar requirements relating to any reserve extensions of credit or other assets of, or any deposits with or other liabilities of, Bank (including any reserve imposed by of such Loans or any deposits referred to in the FRBdefinition of LIBOR), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (iic) shall impose on any Lender imposes any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect theretothe Notes (or any of such extensions of credit or liabilities). Bank will notify Borrower of any event occurring after the date of this Agreement which will entitle Bank to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, then upon demand by such Lender (which demand and shall be accompanied by provide to Borrower therewith a statement setting forth the basis for such demand for, and a calculation in reasonable detail of the amount thereof additional amounts to be paid to the Bank hereunder. Determinations by Bank for purposes of this Section of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in reasonable detailrespect of Loans, a copy and of which the additional amounts required to compensate Bank in respect of any Additional Costs, shall be furnished to Agent)conclusive, and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governdeterminations are made on a reasonable basis.

Increased Cost. (a) If, after the Closing Date, the adoption ofBorrower shall pay to Bank from time to time such amounts as Bank may determine to be necessary to compensate Bank for any costs incurred by Bank which Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to convert to such Loans hereunder, or any reduction in any amount receivable by Bank under this Agreement or the Notes in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change inafter the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any applicable lawinterpretations, rule directives, or regulationrequirements applying to a class of banks including Bank of or under any U.S. federal, state, municipal, or any change in the interpretation foreign laws or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive regulations (whether or not having the force of law) issued after by any court or governmental or monetary authority charged with the Closing Date interpretation or administration thereof ("Regulatory Change"), which (a) changes the basis of taxation of any amounts payable to Bank under this Agreement or the Notes in respect of any of such authorityLoan (other than taxes imposed on the overall net income of Bank or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is located), central bank (b) imposes or comparable agency: (i) shall imposemodifies any reserve, modify special deposit, compulsory loan, or deem applicable similar requirements relating to any reserve extensions of credit or other assets of, or any deposits with or other liabilities of, Bank (including any reserve imposed by of such Loans or any deposits referred to in the FRBdefinition of LIBOR), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (iic) shall impose on any Lender imposes any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect theretothe Notes (or any of such extensions of credit or liabilities). Bank will notify Borrower of any event occurring after the date of this Agreement which will entitle Bank to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, then upon demand by such Lender (which demand and shall be accompanied by provide to the Borrower therewith a statement setting forth the basis for such demand for, and a calculation in reasonable detail of the amount thereof additional amounts to be paid to the Bank hereunder. Determinations by Bank for purposes of this Section of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in reasonable detailrespect of Loans, a copy and of which the additional amounts required to compensate Bank in respect of any Additional Costs, shall be furnished to Agent)conclusive, and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governdeterminations are made on a reasonable basis.

Increased Cost. (a) If, after From time to time upon notice to the Closing DateBorrower from any Lender, the adoption ofBorrower shall pay to such Lender such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Lender under this Agreement or the Notes in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change inafter the date of this Agreement in U.S. federal, any applicable lawstate, rule or regulationmunicipal, or any change in the interpretation foreign laws or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof regulations (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issuedincluding Regulation D), or compliance by the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including such Lender with any request of or directive under U.S. federal, state, municipal, or foreign laws or regulations (whether or not having the force of law) issued after by any court or governmental or monetary authority charged with the Closing Date interpretation or administration thereof ("Regulatory Change"), which: (a) changes the basis of taxation of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability amounts payable to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note the Notes in respect of any such Loans (other than Taxes imposed on the overall net income of such Lender for any of such Loans by the jurisdiction where the Principal Office is located); or (b) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions or credit or other assets of, or any deposits with respect theretoor other liabilities of, then upon demand by such Lender (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (c) imposes any other condition affecting this Agreement or the Notes (or any such extensions of credit or liabilities). Such Lender will notify the Borrower of any event occurring after the date of this Agreement which demand will entitle such Lender to compensation pursuant to this Section 1.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but in no event will Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six (6) months before the date of such notice. Determinations by the Lenders for purposes of this Section 1.17 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required compensate any the Lenders in respect of any Additional Costs, shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detailconclusive, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governdeterminations are made on a reasonable basis.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.. [Solsys Medical] A&R Credit Agreement

Increased Cost. (a) IfThe Borrower shall pay to the Bank from time to time such amounts as may be necessary to compensate the Bank for additional costs, after as hereinafter defined, incurred by the Closing Date, Bank which are attributable to the adoption ofBank making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank under this Loan Agreement or the Revolving Credit Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change inafter the date of this Loan Agreement in Federal, any applicable lawstate, rule or regulationmunicipal, or any change in the interpretation foreign laws, rules or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof regulations (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issuedincluding Regulation D), or compliance by the adoption or making after such date of any Lender with interpretations, directives, or requirements applying to a class of banks including the Bank of or under any request Federal, state, municipal, or directive foreign laws, rules or regulations (whether or not having the force of law) issued after by any court or governmental or monetary authority charged with the Closing Date interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Loan Agreement or the Revolving Credit Note in respect of any LIBOR Loans (other than taxes imposed on the overall net income of the Bank for any of such authorityLoans); or (2) imposes or modifies any reserve, central bank special deposit, or comparable agency: (i) shall imposesimilar requirements relating to any extensions of credit or other assets of, modify or deem applicable any reserve deposits with or other liabilities of, the Bank (including any reserve imposed by of such Loans or any deposits referred to in the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lenderdefinition of LIBOR Interest Rate; or (ii3) shall impose on any Lender imposes any other condition affecting its ability to make loans based on this Loan Agreement or the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to Revolving Credit Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Loan Agreement which will entitle the Bank to impose a cost on) such Lender compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines the amount of the Additional Costs payable. Determinations by the Bank for purposes of this Section of the effect of any Regulatory Change on its costs of making or maintaining any loan based LIBOR Loans or on amounts receivable by it in respect of such Loans, and of the LIBOR Rate, or additional amounts required to reduce compensate the amount Bank in respect of any sum received or receivable by such Lender under this Agreement or under its Note with respect theretoAdditional Costs, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detailconclusive, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governdeterminations are made on a reasonable basis.

Increased Cost. (a) If, If (i) Federal Reserve Regulation D or (ii) after the Closing Datedate hereof, the adoption of, or any change in, of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any Governmental Authoritygovernmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued)thereof, or compliance by any Lender Agent or Lenders with any request or directive (whether or not having the force of law) issued after the Closing Date of any such governmental or regulatory authority, central bank or comparable agency: agency (ia "Regulatory Change"): (A) shall subject Agent or Lenders to any tax, duty or other charge with respect to the LIBOR Rate, the Notes or its obligation to fund any portion of the Loan subject to the LIBOR Rate, or shall change the basis of taxation of payments to Agent or Lenders of the principal of or interest on any portion of the Loan subject to the LIBOR Rate or any other amounts due under this Agreement in respect of any portion of the Loan subject to the LIBOR Rate (except for taxes on or changes in the rate of tax on the overall net income of Agent or Lender); or (B) shall impose, modify or deem applicable any reserve (including including, without limitation, any reserve imposed by the FRBBoard of Governors of the Federal Reserve System), special deposit deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender committed to be extended by, Agent or Lenders or shall, with respect to Agent or Lenders impose, modify or deem applicable any other condition affecting its ability the any portion of the Loan subject to make loans based on the LIBOR Rate Rate, the Notes or its obligation Lenders' obligations to make loans based on fund any portion of the Loan subject to the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above any of the foregoing is to increase the cost to (or in the case of Federal Reserve Regulation D, to impose a cost onon or increase the cost to) such Lender Agent or Lenders of making or maintaining any loan based on the LIBOR RateRate for any portion of the Loan, or to reduce the amount of any sum received or receivable by such Lender Agent or Lenders under this Agreement or under its Note any of the Notes with respect thereto, then upon demand by such Lender (which demand shall an amount deemed by Required Lenders to be accompanied by a statement setting forth the basis material, and if Lenders are not otherwise fully compensated for such demand and a increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the amount thereof in reasonable detailLIBOR Rate, a copy then upon notice by Agent to Borrower, which notice shall set forth Agent's supporting calculations and the details of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1)the Regulatory Change, Borrower shall pay directly to such Lender Lenders, as additional interest, such additional amount or amounts as will compensate such Lender Lenders for such increased cost or such reduction, so long as such . The determination by Agent or Required Lenders under this Section of the additional amount or amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise be paid to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period it hereunder shall be extended to include conclusive in the period absence of retroactive effectmanifest error. For the avoidance of doubtIn determining such amount or amounts, this clause (a) will not apply to Agent and Lenders may use any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governreasonable averaging and attribution methods.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon within ten (10) Business Days of demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. Notwithstanding anything to the contrary in this Section 3.2(a), it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 3.2(a) that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements.

Increased Cost. (a) If, after The Lessor shall pay to the Closing Date, Lenders from time to time -------------- such amounts as any Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender which such Lender determines are attributable to its funding or maintaining the adoption ofNotes held by it hereunder, or any reduction in any amount receivable by such Lender under this Loan Agreement in respect of any Note (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change inafter the date of this Loan Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any applicable lawinterpretations, rule directives, or regulationrequirements applying to a class of banks including any Lender or under any U.S. federal, state, municipal, or any change in the interpretation foreign laws or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive regulations (whether or not having the force of law) issued after by any court or governmental or monetary authority charged with the Closing Date of any such authorityinterpretation or administration thereof ("Regulatory Change"), central bank or comparable agencywhich: (i) shall imposeimposes or modifies any reserve, modify special deposit, compulsory loan, or deem applicable similar requirements relating to any reserve extensions of credit or commitments to extend credit or other assets of (funded or contingent), or any deposits with or the liabilities of, such Lender (including any reserve imposed by of such liabilities or any deposits referred to in the FRBdefinition of LIBOR Rate or Eurodollar Rate, as applicable), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender imposes any other condition affecting its ability to make loans based on this Loan Agreement or the LIBOR Rate or its obligation to make loans based on extension of credit hereunder. Each Lender will notify the LIBOR Rate; and Lessor of any event occurring after the result date of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) this Loan Agreement which will entitle such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable compensation pursuant to this paragraph as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by such Lender under for purposes of this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation paragraph of the amount thereof effect of any Regulatory Change on its costs of funding or maintaining the Notes or on amounts receivable by it in reasonable detail, a copy respect of which shall be furnished to Agent)Notes, and without duplication of other payment obligations of Borrower hereunder (including pursuant the additional amounts required to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reductionin respect of any Additional Costs, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; shall be conclusive, provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governdeterminations are made on a reasonable basis.

Increased Cost. If any Regulatory Change: (ai) Ifshall subject any Bank to any tax, after the Closing Dateduty or other charge with respect to this Agreement, the adoption ofany Letter of Credit, any participation in a Letter of Credit or any SOFR Loans made by it or shall change in, the basis of taxation of payments to any applicable law, rule Bank or regulationany Issuing Bank in respect thereof (of the principal of or interest on its SOFR Loans or any other amounts due under this Agreement in respect of its SOFR Loans or its obligation to make SOFR Loans (except for Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the interpretation rate of, any Excluded Tax payable by or administration of any applicable law, rule with respect to amounts payable to such Bank or regulation by any Governmental Authority, central bank such Issuing Bank)); or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (iii) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB)reserve, special deposit deposit, capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by or committed to be extended or participated in by, any LenderBank or any Issuing Bank; or (iiiii) shall impose on shall, with respect to any Lender Bank, any Issuing Bank or the London interbank market impose, modify or deem applicable any other condition affecting its ability to make loans based on the LIBOR Rate this Agreement or its obligation to make loans based on the LIBOR Ratesuch Bank’s SOFR Loans or any Letter of Credit or participation therein; and the result of anything described in clauses (i) and (ii) above any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender Bank of making or maintaining any loan based on SOFR Loan (or of maintaining its obligation to make any such Loan), or to increase the LIBOR Ratecost to such Bank or such Issuing Bank 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 Bank under this Agreement or under its Note with respect theretoAgreement, then upon demand notice by such Lender (Bank or such Issuing Bank to the Administrative Agent and the Borrowers, which demand notice shall be accompanied by a statement setting set forth such Bank’s supporting calculations and the basis for such demand and a calculation details of the amount thereof in reasonable detailRequirements of Law, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), each Borrower shall pay directly to such Lender Bank or such Issuing Bank, as the case may be, as additional interest, its Applicable Share of such additional amount or amounts as will compensate such Lender Bank or such Issuing Bank for such increased cost or such reduction, so long as such . The determination by any Bank under this Section of the additional amount or amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise be paid to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period it hereunder shall be extended to include conclusive in the period absence of retroactive effectmanifest error. For In determining such amount or amounts, the avoidance of doubt, this clause (a) will not apply to Banks may use any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governreasonable averaging and attribution methods.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) agency shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; , and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rateloan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.[Xxxxxx Xxxxxx] Credit Agreement #35074903_v10

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.-26- [Biolase] Credit Agreement #61304369

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable - 27 - law, rule or regulation by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued)thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.7), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate Loans, its Note or its obligation to make loans based on the LIBOR RateLoans; and the result of anything described in clauses (i) above and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR RateLoan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) 180 days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.

Increased Cost. Except as to taxes, levies, imposts, -------------- deductions, charges or withholdings, if either (ai) If, after the Closing Date, the adoption of, or any changes (other than any change in, any applicable law, rule by way of imposition or regulation, increase of reserve requirements included in the LIBOR Rate) in or any change in the interpretation or administration of any applicable law, rule law or regulation or (ii) the compliance by Bank with any Governmental Authority, guideline or request from any central bank or comparable agency charged with the interpretation other governmental authority, in any case introduced, changed, interpreted or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of requested after the date enacted, adopted or issued), or compliance by any Lender with any request or directive hereof (whether or not having the force of law), shall either (x) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB)reserve, special deposit or similar requirement against assets ofheld by, or deposits with in or for the account of, Bank or credit extended (y) impose on Bank or any entity controlling Bank any other condition relating to this Agreement or Bank or such entity or the LIBOR Based Option loans made by Bank, and the result of any Lender; event referred to in clause (i) or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is be to increase the cost to (Bank or any entity controlling Bank of agreeing to impose a cost on) such Lender of making make or making, funding or maintaining LIBOR Based Option loans, then the Borrower shall from time to time, upon demand by Bank, pay to the Bank for the account of Bank such additional amounts as may be required to compensate Bank or such entity for such increased cost; provided, however, that (A) Bank shall use its -------- ------- best efforts to notify the Borrower as to the existence of any loan based on change of circumstance described above in this subsection (a) as promptly as practical after Bank gains knowledge thereof and is able to determine that such change will result in increased costs hereunder, but the LIBOR Rate, or failure to reduce give such notice shall not (subject to clause (B) below) affect the right of Bank to any payment to which it would otherwise be entitled hereunder and (B) the Borrower shall not be obligated to compensate Bank for any costs incurred for any period after the Bank gains knowledge of the change of circumstance and is able to determine that such change will result in increased costs and prior to the date that is sixty (60) days before the date upon which notice of such change is first given to Borrower as required by clause (A) above. Bank shall submit to Borrower a certificate as to the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect theretoincreased cost, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand increase and a calculation the manner of the amount thereof in reasonable detailcomputation thereof, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder at least thirty (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (18030) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any Bank seeks payment for such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governby the Borrower.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued)thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate Loans, its Note or its obligation to make loans based on the LIBOR RateLoans; and the result of anything described in clauses (i) above and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR RateLoan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Second Lien Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) 180 days prior to the date on which such Lender first made demand therefor; provided provided, that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) 180 day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued)thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.7), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate Loans, its Note or its obligation to make loans based on the LIBOR RateLoans; and the result of anything described in clauses (i) above and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR RateLoan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to AgentAgent and Administrative Borrower), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower Borrowers shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) 180 days prior to the date on which such Lender first made demand therefor; provided provided, that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) 180 day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.

Increased Cost. (a) If, If a Lender or the Facility Agent determines that after -------------- the Closing Date, date hereof and prior to the adoption of, or Conversion Date any change in, in any applicable law, rule law or regulation, regulation or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration application thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any such Lender or the Facility Agent with any applicable direction, request or directive requirement with which a Lender is bound to comply (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: competent governmental or other authority does or will subject the Lender or the Facility Agent to any increase in the cost to the Lender or the Facility Agent of agreeing to make or making, funding or maintaining its Available Commitment or any Disbursement bearing interest at the Floating Rate, such Lender shall promptly after first becoming aware thereof through the Facility Agent so notify the Borrower, and the Borrower shall from time to time upon demand pay to the Facility Agent for the account of such Lender or the Facility Agent, as the case may be, such additional amounts as shall be required to compensate the Lender or the Facility Agent for such increased costs. Notwithstanding anything to the contrary in this Agreement, no demand hereunder in respect of any increased cost shall be made, and the Borrower shall not be obligated to pay any amount in respect of an increased cost, after the 45th day following the earliest to occur of (i) shall imposethe discovery of such increased cost, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on Conversion Date and (iii) the LIBOR Rate; payment in full of such Lender's Pro-Rata Share of the Loan and all interest accrued thereon. So long as no Event of Default has occurred and is continuing, the Borrower and the result of anything described Facility Agent in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) consultation with such Lender shall discuss in good faith in accordance with Clause 7.03 whether any alternative arrangement may be made (at the Borrower's expense) to avoid, mitigate or limit the extent of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost including, without limitation, the affected Lender or such reductionthe Facility Agent transferring its rights and obligations hereunder, so although the Lender will not be obligated to do so. So long as the circumstances giving rise to such amounts increased cost continue, and the Conversion Date shall not have accrued on or after the day which is one-hundred eighty (180) days occurred prior to the date on of prepayment hereinafter referred to, the Borrower may, after giving the Facility Agent not less than three (3) Banking Days' prior written notice, prepay all (but not less than all) of such Lender's Pro-Rata Share of the Loan together with accrued but unpaid interest thereon to the date of prepayment and any other amounts, including amounts for which the Borrower is liable pursuant to this Clause 7.02 or Clause 15.01, then due and payable by the Borrower to such Lender first made demand therefor; provided that if under any of the event Operative Documents to which it is a party, and upon the giving rise to of such costs or reductions has retroactive effect, notice such one-hundred eighty (180) day period Lender's Commitment shall be extended cancelled. Notwithstanding the foregoing, in no event shall the Borrower be obligated to include reimburse any Lender or the period of retroactive effect. For Facility Agent for any increased cost arising after the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governConversion Date.

Increased Cost. (a) IfIf (i) Regulation D or (ii) a Regulatory Change: (A) shall subject any Bank to any tax, after the Closing Dateduty or other charge with respect to its LIBOR Loans, the adoption ofits Note or its obligation to make LIBOR Loans, or shall change the basis of taxation of payments to any change in, any applicable law, rule Bank of the principal of or regulation, interest on its LIBOR Loans or any change other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the interpretation rate of tax on the overall net income of such Bank); or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (iB) shall impose, modify or deem applicable any reserve (including including, without limitation, any reserve imposed by the FRBBoard of Governors of the Federal Reserve System), special deposit deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended by or committed to be extended by, any Lender; Bank or (ii) shall impose on shall, with respect to any Lender Bank impose, modify or deem applicable any other condition affecting its ability to make loans based on the such Bank’s LIBOR Rate Loans, such Bank’s Note or its such Bank’s obligation to make loans based on the LIBOR RateLoans; and the result of anything described in clauses (i) and (ii) above any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender Bank of making or maintaining any loan based on the LIBOR RateLoan, or to reduce the amount of any sum received or receivable by such Lender Bank under this Agreement or under its Note with respect thereto, then upon demand by an amount deemed by such Lender (which demand shall Bank to be accompanied by a statement setting forth the basis material, and if such Bank is not otherwise fully compensated for such demand and a increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to “LIBOR Reserve Percentage” in the calculation of the amount thereof in reasonable detailLIBOR Rate, a copy then upon notice by such Bank to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1)the Regulatory Change, Borrower shall pay directly to such Lender Bank, as additional interest, such additional amount or amounts as will compensate such Lender Bank for such increased cost or such reduction, so long as such . The determination by any Bank under this Section of the additional amount or amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise be paid to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period it hereunder shall be extended to include conclusive in the period absence of retroactive effectmanifest error. For In determining such amount or amounts, the avoidance of doubt, this clause (a) will not apply to Banks may use any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governreasonable averaging and attribution methods.

Increased Cost. (a) If, after From time to time upon notice to the Closing DateBorrower from the Lender, the adoption ofBorrower shall pay to the Lender such amounts as the Lender may determine to be necessary to compensate the Lender for any costs incurred by the Lender which the Lender determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Lender under this Agreement or the Notes in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change inafter the date of this Agreement in U.S. federal, any applicable lawstate, rule or regulationmunicipal, or any change in the interpretation foreign laws or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof regulations (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issuedincluding Regulation D), or compliance by the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Lender with any request of or directive under U.S. federal, state, municipal, or foreign laws or regulations (whether or not having the force of law) issued after by any court or governmental or monetary authority charged with the Closing Date interpretation or administration thereof (“Regulatory Change”), which: (a) changes the basis of taxation of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by amounts payable to the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note the Notes in respect of any such Loans (other than Taxes imposed on the overall net income of the Lender for any of such Loans by the jurisdiction where the Lender Principal Office is located); or (b) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions or credit or other assets of, or any deposits with respect theretoor other liabilities of, then upon demand by such the Lender (including any of such Loans or any deposits referred to in the definition of LIBOR); or (c) imposes any other condition affecting this Agreement or the Notes (or any such extensions of credit or liabilities). The Lender will notify the Borrower of any event occurring after the date of this Agreement which demand will entitle the Lender to compensation pursuant to this Section 8.5 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but in no event will Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six (6) months before the date of such notice. Determinations by the Lender for purposes of this Section 8.5 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required compensate any the Lender in respect of any Additional Costs, shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detailconclusive, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governdeterminations are made on a reasonable basis.

Increased Cost. If any Regulatory Change: (a) Ifshall subject the Bank to any tax, after the Closing Dateduty or other charge with respect to Eurodollar Rate Advances, the adoption ofNote or its obligation to make Eurodollar Rate Advances, or any shall change in, any applicable law, rule the basis of taxation of payment to the Bank of the principal of or regulation, interest on Eurodollar Rate Advances or any change other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the interpretation or administration rate of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with tax on the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless overall net income of the date enacted, adopted Bank imposed by the laws of the United States or issuedany jurisdiction in which the Bank's principal office is located), ; or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including any reserve such requirement imposed by the FRB)Board, special deposit or similar but excluding any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by any Lender; by, the Bank or (ii) shall impose on any Lender the Bank or on the interbank Eurodollar market any other condition affecting its ability to make loans based on Eurodollar Rate Advances, the LIBOR Rate Notes or its obligation to make loans based on the LIBOR RateEurodollar Rate Advances; and the result of anything described in clauses (i) and (ii) above any of the foregoing is to increase the cost to (or to impose a cost on) such Lender the Bank of making or maintaining any loan based on the LIBOR RateEurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such Lender the Bank under this Agreement or under its Note with respect theretoeither Note, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of Bank, the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower Company shall pay directly to such Lender the Bank such additional amount or amounts as will compensate such Lender the Bank for such increased cost or such reduction. The Bank will promptly notify the Company of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is one-hundred eighty (180) days prior will entitle the Bank to compensation pursuant to this Section. A certificate of the date on which such Lender first made demand therefor; provided that if Bank claiming compensation under this Section, setting forth the event giving rise additional amount or amounts to such costs or reductions has retroactive effectbe paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, such one-hundred eighty (180) day period shall be extended conclusive in the absence of error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. Failure on the part of the Bank to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to demand compensation for any such increased costs or reductions resulting from Taxes, as reduction in amounts received or receivable with respect to which any Interest Period shall not constitute a waiver of the Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period. Section 3.1 shall govern.2.18

Increased Cost. (a) IfIf any Regulatory Change shall subject any Bank to any tax, after the Closing Dateduty or other charge with respect to its Eurodollar Rate Advances, the adoption ofLetters of Credit, its Notes or its obligation to make Eurodollar Rate Advances or to make Revolving Loans to repay, or purchase participations in, drawings under Letters of Credit, or shall change the basis of taxation of payment to any Bank of the principal of or interest on its Eurodollar Rate Advances or such Revolving Loans or participations, or any change in, any applicable law, rule or regulation, or any change other amounts due under this Agreement in respect thereof (except for changes in the interpretation rate of tax on the overall net income of such Bank or administration of any applicable law, rule its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal office or regulation by any Governmental Authority, central bank Applicable Lending Office is located); or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRB)Board, special deposit or similar but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by by, any Lender; Bank or (ii) shall impose on any Lender Bank or the interbank Eurodollar market any other condition affecting its ability to make loans based on Eurodollar Rate Advances, the LIBOR Rate Letters of Credit, its Notes, or its obligation to make loans based on the LIBOR Rate; Eurodollar Rate Advances or to make Revolving Loans to repay, or purchase participations in, drawings under Letters of Credit, and the result of anything described in clauses (i) and (ii) above any of the foregoing is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR RateBank, or to reduce the amount of any sum received or receivable by such Lender Bank under this Agreement or under its Note with respect theretoNotes, then upon then, within 10 days after demand by such Lender Bank (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished to the Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), the Borrower shall pay directly to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or reduction. A certificate of any Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such reductionamount, so long any Bank may use any reasonable averaging and attribution methods. Failure on the part of any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of such Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period. If a Regulatory Change with respect to which a Bank has demanded compensation hereunder is subsequently terminated or repealed, or the costs imposed on a Bank as a result of a change are subsequently reduced due to an amendment thereof, such amounts have accrued on or after Bank shall only be entitled to compensation hereunder to the day which is one-hundred eighty (180) days extent of the increased costs incurred as a result of such Regulatory Change prior to the date such Regulatory Change no longer imposes costs on which such Lender first made demand therefor; provided that if Bank, or to reduced compensation from and after the event giving rise to date the amendment of such Regulatory Change reduces the costs or reductions has retroactive effect, incurred by such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governBank.

Increased Cost. (a) IfIf (i) Regulation D or (ii) a Regulatory -------------- Change: (A) shall subject Lender to any tax, after duty or other charge with respect to the Closing DateLIBOR Loans, the adoption ofNote or its obligation to make LIBOR Loans, or any shall change in, any applicable law, rule the basis of taxation of payments to Lender of the principal of or regulation, interest on its LIBOR Loans or any change other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the interpretation rate of tax on the overall net income of Lender); or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (iB) shall impose, modify or deem applicable any reserve (including including, without limitation, any reserve imposed by the FRBBoard of Governors of the Federal Reserve System), special deposit deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any committed to be extended by, Lender or shall, with respect to Lender impose, modify or deem applicable any other condition affecting its ability to make loans based on Lender's LIBOR Loans, the LIBOR Rate Note or its Lender's obligation to make loans based on the LIBOR RateLoans; and the result of anything described in clauses (i) and (ii) above any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender of making or maintaining any loan based on the LIBOR RateLoan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such an amount deemed by Lender (which demand shall to be accompanied by a statement setting forth the basis material, and if Lender is not otherwise fully compensated for such demand and a increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the amount thereof in reasonable detailLIBOR Rate, a copy then upon notice by Lender to Borrower, which notice shall set forth Lender's supporting calculations and the details of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1)the Regulatory Change, Borrower shall pay directly to such Lender Lender, as additional interest, such additional amount or amounts as will compensate such Lender for such increased cost or such reduction, so long as such . The determination by Lender under this Section of the additional amount or amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise be paid to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period it hereunder shall be extended to include conclusive in the period absence of retroactive effectmanifest error. For the avoidance of doubtIn determining such amount or amounts, this clause (a) will not apply to Lender may use any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governreasonable averaging and attribution methods.

Increased Cost. (a) If, after From time to time upon notice to the Closing DateBorrower from the Bank, the adoption ofBorrower shall pay to the Bank such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank reasonably determines are attributable to its making or maintaining LIBOR Loans hereunder or its obligation to make any LIBOR Loans hereunder, or any reduction in any amount receivable by the Bank under this Agreement or the Note in respect of any LIBOR Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change inafter the date of this Agreement in U.S. federal, any applicable law, rule state or regulationmunicipal laws or regulations (including Regulation D), or any change in the interpretation adoption or administration making after such date of any applicable lawinterpretations, rule directives, or regulation requirements applying to a class of banks including the Bank under U.S. federal, state or municipal laws or regulations by any Governmental Authority, central bank court or comparable agency governmental or monetary authority charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued"Regulatory Change"), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: which (i) shall impose, modify changes the basis of taxation of any amounts payable to the Bank under this Agreement or deem applicable the Note in respect of any reserve of LIBOR Loans (including other than taxes imposed on the overall net income of the Bank for any reserve imposed LIBOR Loans by the FRBjurisdiction where the Principal Office is located), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on imposes or modifies any Lender reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the Bank (including any of LIBOR Loans or any deposits referred to in the definition of LIBOR Interest Rate); or (iii) imposes any other condition affecting its ability to make loans based on this Agreement or the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Bank to impose a compensation pursuant to this Section 2.12 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and upon the receipt of such notice the Borrower shall have the right to convert any LIBOR Loans to Prime Loans without paying such increased cost on) such Lender subject, however, to the provisions of Section 2.14. Determination by any Bank for purposes of this Section 2.12 of the effect of any Regulatory Change on its costs of making or maintaining LIBOR Loans or on amounts receivable by it in respect of LIBOR Loans, and of the additional amounts required to compensate any loan based on the LIBOR Rate, or to reduce the amount Bank in respect of any sum received or receivable by such Lender under this Agreement or under its Note with respect theretoAdditional Costs, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detailconclusive, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governdeterminations are made on a reasonable basis.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule rule, directive or regulation, or any change in the interpretation or administration of any applicable law, rule rule, directive or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.

Increased Cost. (a) If, after If the Closing Date, the adoption of, or any change in, Bank shall have determined that compliance with any applicable law, rule governmental rule, regulation or regulationorder regarding capital adequacy of banks or bank holding companies, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued)thereof, or compliance by any Lender it with any request or directive regarding capital adequacy (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) issued after the Closing Date of any such authority, central bank or comparable agency: agency enacted or effective after the date hereof, has or would have the effect of reducing the rate of return on the Bank's capital as a consequence of the Bank's obligations hereunder to a level below that which the Bank could have achieved but for such compliance (itaking into consideration the Bank's policies with respect to capital adequacy immediately before such compliance and assuming that the Bank's capital was fully utilized prior to such compliance) shall impose, modify or deem applicable any reserve (including any reserve imposed by an amount deemed by the FRB)Bank to be material, special deposit or similar requirement against assets ofthen, deposits with or for upon demand, the account of, or credit extended by any Lender; or (ii) ESOP shall impose on any Lender any other condition affecting its ability be obligated to make loans based pay to the Bank on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) next Interest Payment Date such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand additional amounts as shall be accompanied by a statement sufficient to compensate the Bank for such reduced return. A certificate of an officer of the Bank setting forth the amount to be paid to it and the basis for computation thereof hereunder shall constitute prima facie evidence of such demand amount. In determining such amount, the Bank may use any reasonable averaging and a calculation attribution methods; provided, however, that the Bank shall allocate all such costs equitably among its customers similarly affected. The ESOP shall not be responsible under this Section for changes in the rate of tax on general income and similar taxes on the overall net income of the amount thereof in reasonable detail, a copy of which shall be furnished Bank. If the Bank becomes entitled to Agent), and without duplication of other payment obligations of Borrower hereunder (including claim any additional amounts pursuant to Section 3.1)this Section, Borrower it shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after promptly notify the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governCommittee thereof.

Increased Cost. If any Regulatory Change: (ai) Ifshall subject any Bank to any tax, after the Closing Dateduty or other charge with respect to this Agreement, the adoption ofany Letter of Credit, any participation in a Letter of Credit or any LIBOR Loans made by it or shall change in, the basis of taxation of payments to any applicable law, rule Bank or regulationany Issuing Bank in respect thereof (of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the interpretation rate of, any Excluded Tax payable by or administration of any applicable law, rule with respect to amounts payable to such Bank or regulation by any Governmental Authority, central bank such Issuing Bank); or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (iii) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB)reserve, special deposit deposit, capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by or committed to be extended or participated in by, any LenderBank (except the Reserve Requirement reflected in the LIBOR Rate) or any Issuing Bank; or (iiiii) shall impose on shall, with respect to any Lender Bank, any Issuing Bank or the London interbank market impose, modify or deem applicable any other condition affecting its ability to make loans based on the this Agreement or such Bank’s LIBOR Rate Loans or its obligation to make loans based on the LIBOR Rateany Letter of Credit or participation therein; and the result of anything described in clauses (i) and (ii) above any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender Bank of making or maintaining any loan based on LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the LIBOR Ratecost to such Bank or such Issuing Bank 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 Bank under this Agreement or under its Note with respect theretoAgreement, then upon demand notice by such Lender (Bank or such Issuing Bank to the Administrative Agent and Borrower, which demand notice shall be accompanied by a statement setting set forth such Bank’s supporting calculations and the basis for such demand and a calculation details of the amount thereof in reasonable detail, a copy Requirements of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1)Law, Borrower shall pay directly to such Lender Bank or such Issuing Bank, as the case may be, as additional interest, such additional amount or amounts as will compensate such Lender Bank or such Issuing Bank for such increased cost or such reduction, so long as such . The determination by any Bank under this Section of the additional amount or amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise be paid to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period it hereunder shall be extended to include conclusive in the period absence of retroactive effectmanifest error. For In determining such amount or amounts, the avoidance of doubt, this clause (a) will not apply to Banks may use any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governreasonable averaging and attribution methods.

Increased Cost. (a) If, after The Borrower shall pay to the Closing Date, Bank from time to time such amounts as the adoption ofBank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank determines are attributable to its making or maintaining the 2006 Term Loan hereunder, or any reduction in any amount receivable by the Bank under this Loan Agreement or the Note in respect of any such Loan or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change inafter the date of this Loan Agreement in Federal, any applicable lawstate, rule or regulationmunicipal, or any change in the interpretation foreign laws, rules or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof regulations (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issuedincluding Regulation D), or compliance by the adoption or making after such date of any Lender with interpretations, directives, or requirements applying to a class of banks including the Bank of or under any request Federal, state, municipal, or directive foreign laws, rules or regulations (whether or not having the force of law) issued after by any court or governmental or monetary authority charged with the Closing Date interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any such authority, central bank amounts payable to the Bank under this Loan Agreement or comparable agency: the Note in respect of the 2006 Term Loan (i) shall impose, modify other than taxes imposed on or deem applicable any reserve (including any reserve imposed measured by the FRBoverall net income of the Bank for such Loan); or (2) imposes or modifies any reserve, special deposit deposit, or similar requirement against requirements relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities of, or credit extended by any Lenderthe Bank; or (ii3) shall impose on any Lender imposes any other condition affecting its ability this Loan Agreement or the Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Loan Agreement which will entitle the Bank to make loans based on the LIBOR Rate or its obligation compensation pursuant to make loans based on the LIBOR Ratethis Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; and the result of anything described in clauses provided that (i) and if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (ii) above is or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender payment under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis Section 2.08 only for such demand costs incurred from and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by the Bank for purposes of this Section of the effect of any Regulatory Change on which its costs of making or maintaining the 2006 Term Loan or on amounts receivable by it in respect of such Lender first made demand therefor; Loan, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, provided that if such determinations are made on a reasonable basis. If the event giving rise Bank determines that it is entitled to such costs or reductions has retroactive effectAdditional Costs and so notifies the Borrower, such one-hundred eighty the Borrower shall have the right within twenty (18020) day period shall be extended Business Days of being so notified to include prepay in full the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern2006 Term Loan.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued)thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate Loans, its Note or its obligation to make loans based on the LIBOR RateLoans; and the result of anything described in clauses (i) above and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR RateLoan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) 180 days prior to the date on which such Lender first made demand therefor; provided provided, that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) 180 day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.